<PAGE>

________________________________________________________________________________

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                _______________

                                   Form 10-K

                                 ANNUAL REPORT


                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


For the fiscal year ended December 31, 1997       Commission File Number 0-12050

                                _______________

                      SAFEGUARD HEALTH ENTERPRISES, INC.
            (Exact name of registrant as specified in its charter)


                Delaware                              52-1528581
    (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)              Identification Number)

                            505 North Euclid Street
                                 P.O. Box 3210
                        Anaheim, California  92803-3210
                   (Address of principal offices) (Zip Code)

      Registrant's telephone number, including area code: (714) 778-1005
           Fax telephone number, including area code: (714) 758-4383

                                _______________

              Securities registered to Section 12(b) of the Act:
                                     None

              Securities registered to Section 12(g) of the Act:
                         Common Stock, $0.01 par value
                        NASDAQ - National Market System
                      (Name of exchange on which listed)

                                _______________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days.

                              Yes [X]     No [_]

Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 27, 1998, was $36,276,985.

The number of shares outstanding of the registrant's $0.01 par value common
stock as of March 27, 1998, was 4,747,498 (not including 3,274,788 shares held
in treasury).

                                ______________

                      DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference to the registrant's Proxy
Statement for the next Annual Meeting of Stockholders, to be held on May 29,
1998.

_______________________________________________________________________________
<PAGE>

                      SAFEGUARD HEALTH ENTERPRISES, INC.

                        1997 ANNUAL REPORT ON FORM 10-K


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

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<S>                                                                                                                  <C>
PART 1

  Item  1.  Business ...............................................................................................    1
  Item  2.  Properties .............................................................................................   21
  Item  3.  Legal Proceedings ......................................................................................   21
  Item  4.  Submission of Matters to a Vote of Security Holders ....................................................   21

PART II

  Item  5.  Market for the Registrant's Common Stock and Related Stockholder Matters ...............................   21
  Item  6.  Selected Financial Data ................................................................................   22
  Item  7.  Management's Discussion and Analysis of Financial Condition and Results of Operations ..................   23
  Item  8.  Financial Statements and Supplementary Data ............................................................   26
  Item  9.  Changes in and Disagreements with Independent Accountants on Accounting and Financial Disclosure .......   26

PART III

  Item 10.  Directors and Executive Officers of the Registrant .....................................................   26*
  Item 11.  Executive Compensation .................................................................................   27
  Item 12.  Security Ownership of Certain Beneficial Owners and Management .........................................   27*
  Item 13.  Certain Relationships and Related Transactions .........................................................   27*

PART IV

  Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K ........................................   28
  Signatures .......................................................................................................   28

                                               _____________________________________

</TABLE>


  * Incorporated by reference from the 1998 Proxy Statement for the Company's
    Annual Meeting of Stockholders, scheduled for May 29, 1998.

                                      (i)
<PAGE>

                                     PART I

Item 1.  Business

In addition to historical information, the description of business below
includes certain forward-looking statements, including those related to
SafeGuard Health Enterprises, Inc., a Delaware corporation's (the "Company")
growth and strategies, future operating results and financial position as well
as economic and market events and trends.  The Company's actual results and
financial position could differ materially from those anticipated in the
forward-looking statements as a result of various factors, including
competition, changes in health care regulations, levels of utilization of dental
health care services, new technologies, rising dental care costs and other risks
and uncertainties as described below under "Risk Factors."  The following should
be read in conjunction with the Consolidated Financial Statements of the Company
and Notes thereto.

(a)  General Development of Business.

The Company owns and operates one of the largest publicly traded dental benefits
company in the United States.  The Company was founded in California in 1974 and
is licensed to operate in Arizona, Colorado, Illinois, Kansas, Kentucky,
Missouri, Nevada, Ohio, Oklahoma, Oregon, Texas, and Utah.  The Company has
significant operations in California, Colorado, Missouri, Florida and Texas.

The Company's predecessor, SafeGuard Health Plans, Inc., a California
corporation (the "California Plan"), commenced operations in 1974 as a nonprofit
corporation.  The California Plan converted from nonprofit status in December
1982 and is currently a wholly-owned subsidiary of the Company.  The Company was
incorporated in California in November 1982 and acquired the California Plan in
December of that year.  Wholly-owned subsidiaries conduct business in other
states.  On August 24, 1987, the Company reincorporated in Delaware.

In September 1992, the Company acquired a California domiciled life insurance
company and renamed it SafeHealth Life Insurance Company ("SafeHealth Life"). In
May 1997, the Company acquired a Florida based managed dental care company and
renamed it SafeGuard Health Plans, Inc., which company also operates in Georgia,
Illinois, Kansas, Missouri, Ohio, and Washington, D.C. In August 1997, the
Company acquired a North Carolina domiciled life and health indemnity insurance
company, redomesticated it to the State of Texas and renamed it SafeHealth Life
Insurance Company, Inc. This Company is also licensed to operate in the states
of Alabama, Arizona, Arkansas, Delaware, Florida, Georgia, Indiana, Kentucky,
Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee,
Texas, and Virginia. Unless the context otherwise requires, all references to
the "Company" or "SafeGuard" mean SafeGuard Health Enterprises, Inc., a Delaware
corporation, its predecessor California corporation, and its subsidiaries.

In September 1996, the Company initiated a strategic plan to sell the general
dental practices of the Company's dental office subsidiary, Guards Dental, Inc.
("Guards").  Guards dental offices were primarily formed for the purpose of
supplementing, in geographic areas where needed, plan coverage provided by
independent contracting dental offices.  All of the general dental practices
owned by Guards were sold during the period of September 30, 1996 through
September 30, 1997.  In February 1998, the Company announced its decision to
discontinue its orthodontic practices and to sell such orthodontic practices
during calendar year 1998.  On March 16, 1998, the Company announced that it had
entered into a letter of intent to sell the orthodontic practices operated by a
subsidiary of the Company to Pacific Coast Dental, Inc., Associated Dental
Services, Inc., and their affiliated dentists.  The Company expects to complete
the transaction by the end of the second quarter of 1998.  No financial terms
were disclosed at the time of the announcement.   See "Dental Office Operations
- Company-Owned Dental Facilities."

The Company's executive offices are located at 505 North Euclid Street, P.O. Box
3210, Anaheim, California 92803-3210; its telephone number is (714) 778-1005 and
FAX number is (714) 758-4383.

Dental Care Marketplace

According to the United States Office of National Health Statistics, the total
expenditures for dental care in the United States grew from approximately $14
billion in 1980 to an estimated $43 billion in 1995.  The United States Health
Care Financing Administration reports that expenditures for dental services
account for approximately 5% of total national health care expenditures.
According to the United States Department of Labor ("DOL"), the cost of dental
services has been rising at a rate higher than that for consumer goods.  The DOL
statistics reported that, from 1982 to 1995, the

                                       1
<PAGE>

consumer price index for all urban consumers for dental services increased 115%,
whereas this index for all items increased 54%. As a result, the Company
believes that there has been an increased interest by employers in managing
dental care costs.

Employer-sponsored dental benefits are one of the most common employee welfare
benefits.  The National Association of Dental Plans ("NADP") estimates that
approximately 125 million persons, representing approximately 48% of the total
United States population, are covered by some form of dental benefit coverage at
the end of 1995.  The NADP estimates that managed care enrollment has grown from
7.8 million covered lives in 1992, to approximately 24 million covered lives by
the end of 1996.  This compares to over 50 million Americans who were enrolled
in medical HMOs in 1996, according to the Group Health Association of America.
The Company believes that the relatively high growth rate for managed dental
care plans, is attributable to  (i) the greater acceptance of managed care by
employers and employees;  (ii) the significant price advantage relative to
traditional fully-insured open panel fee-for-service or reimbursement plans;
(iii) the cost effectiveness to employers of managed dental care plans as an
employee benefit; and  (iv) the growing acceptance of Dental Health Maintenance
Organizations ("Dental HMO") plans by dentists throughout the country, resulting
in improved accessibility and convenience for members. At the end of 1996,
members of Dental HMO plans represent approximately 17% of the population with
dental care coverage, and approximately 7% of the total United States
population. As a result of these factors, the Company believes that there will
continue to be significant growth opportunity in the Dental HMO benefits
industry.

It has been the Company's experience that larger employers have been more likely
to offer dental benefit coverage to their employees.  Additionally, according to
the 1995 Foster Higgins Survey of Employee Sponsored Health Plans, nationally,
approximately 89% of employers with more than 500 employees offer some type of
dental benefits to some or all employees, and approximately 79% of these
employers have a stand-alone dental plan, distinct and separate from other
health and welfare benefits offered to employees.  By comparison, this survey
reported that approximately 54% of employers that had less than 500 employees,
offer dental benefits.  About 62% of all employers who offer dental benefits
have distinct stand-alone plans.  It has been the Company's experience that many
employers in the small to mid-size range, that do not offer dental benefits, are
willing to consider offering a plan, initially in which the employee pays the
full cost or substantially the full cost of such benefits through payroll
deductions collected by the employer.  Consequently, it is the Company's current
intent to target its marketing efforts on the small to mid-size range of
employers to help increase growth.

The Dental HMO care industry as a whole, is currently fragmented and
characterized by participation of several large, national insurance companies
and numerous independent organizations.  As of December 31, 1996, the NADP
estimated that there were over 150 Dental HMO's in the United States, with no
dominant market leader.

The increase in the number of dentists nationally during the last two decades,
has exceeded the rate of population growth.  According to the American Dental
Association ("ADA"), the number of practicing dentists in the United States has
increased to approximately 151,000, while the rate per 100,000 population, has
increased from 53 in 1980 to 60 in 1991.  In addition, the dental delivery
marketplace is highly fragmented with approximately 96% of all practicing
dentists, working in a one or two-dentist office, according to the ADA.  Also,
according to a survey of dental practices published by Dental Economics in 1994,
the median of staff and other costs that are part of total overhead expenses for
practicing dentists were approximately 60% of the gross revenue of solo and
group dental practices.  The significant increase in the number of dentists as a
proportion of the population, the fragmented dental delivery marketplace, the
high proportion of overhead costs for dentists and an improved level of overall
dental health in the country, has created a highly competitive environment among
dentists, particularly in major metropolitan areas where it is believed that
there is a greater than 25% vacancy rate in the average dentist's office.  The
Company believes that these factors have contributed to the increased
willingness of qualified dentists to participate in Dental HMO and preferred
provider organization networks, such as those maintained by the Company, as
dentists seek alternative methods to increase practice revenues.

Under a traditional fee-for-service indemnity plan, coverage is provided based
on a reimbursement formula of the usual and customary charges submitted by the
dentist.  Compared to medical coverage, the average cost of dental services is
lower and the utilization of services is more predictable.  Unlike medical
coverage, dental coverage generally does not cover catastrophic risks.  Dental
care is provided almost exclusively on an outpatient basis and, according to a
1990 ADA survey, over 81% of all dental services are performed by general
dentists.  Also, dental plans generally do not include coverage for
hospitalization, typically the most expensive component of medical services.

                                       2
<PAGE>

Common features of dental indemnity plans include deductibles, maximum annual
benefits of less than $2,000 per person and significant patient cost-sharing.
Patient cost-sharing typically varies by type of dental procedure ranging from
no cost sharing for preventive procedures to 50% cost-sharing for dentures and
even greater cost-sharing for orthodontic care.  This high patient cost-sharing
and the relatively predictable nature of dental expenditures substantially
limits the underwriting risk of a dental plan when compared to the underwriting
risk of a medical plan which covers catastrophic illness and injuries.
Furthermore, since most dental problems are neither life threatening nor
represents serious impairments to overall health, there is a higher degree of
patient cost sensitivity and discretion associated with obtaining dental
services.  Many dental conditions also have a range of appropriate courses of
treatment, each of which has a different out-of-pocket cost for patients.  For
example, a deteriorated amalgam filling may be replaced with another amalgam
filling (a low-cost alternative) a pin-retained crown build-up (a more costly
alternative) or a crown with associated periodontal treatment (the most costly
alternative).  The level of coverage provided to the patient and the dental
plan's reimbursement methodology may influence the type of services selected by
the patient or rendered by the dentist.

Under a traditional indemnity insurance plan or fee-for-service arrangement, the
insurer and the patient each pays a percentage of the fee charged by the
dentist, subject to cost-sharing, maximum benefit allowances and usual and
customary limits.  Under such an indemnity plan, dentists have little incentive
to reduce total charges because they are compensated on a fee-for-service basis.
By contrast, under a Dental HMO plan capitation payments are fixed and co-
payments for additional services are pre-negotiated by the Company. The co-
payments generally are designed to exceed the dentist's variable costs, but are
typically less than the dentist's usual and customary fee. Fixed capitation
payments that do not vary with the frequency of services provided create an
incentive for dentists to emphasize preventive care, control costs and maintain
a long-term patient relationship that generates consistent capitation revenue.
Fixed capitation payments also substantially reduce the underwriting risk to the
Company associated with the high utilization of dental services.

(b)  Financial Information about Industry Segments.

The Company operates in a single industry segment providing Dental HMO and
indemnity dental benefits.

(c)  Narrative Description of Business.

General Description of the Company

The Company contracts with large and medium sized governmental or private sector
employers, and multiple employer trusts.  In addition, over the last several
years the Company has focused its marketing efforts on mid-sized and small
employer groups, usually with less than 1,000 employees.  At the end of 1997,
dental care under the Company's Dental HMO and Preferred Provider plans is
provided by a panel of approximately 14,000 independent dental offices
consisting of approximately 16,000 dentists.

As of December 31, 1997, the Company had contracts with approximately 5,500
employer clients providing benefits to approximately 1,165,000 members,
representing an 18.5% increase in membership from 983,000 at December 31, 1996.
This increase in membership resulted primarily from an acquisition made by the
Company in May 1997, from the growth in new small and mid-size clients, an
increase in the number of persons covered under indemnity insurance products
offered by the Company's insurance subsidiary, and an increase in the number of
members covered as a result of strategic relationships with other health care
providers.

The Company's Dental HMO contracts with its clients generally require the client
to pay a monthly per capita fee that is usually fixed for a period of one to two
years. The typical fee for a Dental HMO program for an employee and his or her
dependents varies depending on the level of dental benefits, dependent coverage
and member co-payment requirements stipulated in the contract. Each employee or
dependent member receives covered services from a dental office selected by the
member or dependent which is on the Company's panel of providers, whereas the
individual is ordinarily free to select any dentist under a traditional
indemnity insurance program. The Company's Dental HMO does not require the
member to pay deductibles, file claim forms, or be subject to an annual dollar
limitation on the amount of dental care for which they are eligible.

Under the Company's indemnity dental insurance programs, members are required to
pay small deductibles and copayments which are traditionally higher than that
which are required by the Company's Dental HMO products. However, members may
select any dentist of their choice for their dental care under these plans. The
typical fee for an indemnity dental program for an employee and his or her
dependents depends upon the level of dental benefits provided in the contract.

                                       3
<PAGE>

The Company also operates orthodontic practices at dental offices previously
owned by the Company. In February 1998, the Company announced its decision to
discontinue its orthodontic practices and to sell such orthodontic practices
during calendar year 1998.  These orthodontic practices provide services to
members of the Company's plans and non-plan members.

The Company utilizes a local market strategy which establishes local offices
responsible for sales, client services and provider relations, staffed by up to
twelve individuals who are responsible to the local office executive director.
Each local office is a separate profit center and has profitability
responsibility and decision-making process.  Some larger metropolitan areas may
have more than one local office, depending upon the needs of the geographic
territory.  The Company also uses regional offices as training and support for
the local office's sales, provider relations, client services and market
management activities.  Regional offices also provide claims and provider
administration, member and provider services, underwriting, financial analysis,
quality improvement and dental policy administration.  The Company has
established three regional offices which are responsible to provide support and
training to the local offices in those regions.  The Company's corporate office
provides corporate governance, corporate finance, legal and regulatory services,
processing policy and compliance activities, obtaining regulatory approval of
new product market research, product development and management, public
relations, information systems, corporate quality improvement policy and
compliance activities, large case support, brokerage relationships, alternative
distribution programs and business planning.  The Company's stated goal is to
move as much as possible the decision-making process to the various
constituencies of the Company, the member, the client and the producer by
adopting the local office strategy.  This strategy was adopted in October 1997
and is anticipated to be fully implemented by July 1998.

It is the Company's goal to be the leading dental benefits company in each of
the markets in which it operates.  Presently, the Company is licensed to provide
Dental HMO benefits in seventeen states and the District of Columbia and
indemnity benefits in twenty-seven states. It is the Company's belief that by
targeting a specific segment of each of the markets in which the Company
operates, it can attain and maintain market leadership by offering a full gamut
of Dental HMO and indemnity dental products more particularly described below.

To implement its strategy, the Company offers a comprehensive range of dental
benefit plans utilizing specific standard plan designs which are available in
each of the markets in which the Company operates.  By standardizing the dental
plans the Company offers, it can attain market dominance and excellence in
service through the consistent application of policies and procedures, and
administrative functions.  Such standardizing also allows employers to offer
substantially the same benefits in all states where the Company is licensed to
operate.

The Company utilizes multiple distribution methods to sell its products.  Its
sales force focusing on its target market, allows the Company to attain growth
in its core business areas, working with independent insurance brokers and
agents who market the Company's plans. The Company also works with large
national brokerage firms who provide consultative advice to large employers on
the selection of dental benefit plans. The Company also sells to third party
HMOs that offer its plans as an additional benefit to members of the medical
HMOs. The Company also utilizes a general agency relationship in several of the
markets in which it operates, targeting small employers and individuals.

The Company is committed to ensuring quality dental care through a panel of
accessible dentists.  By providing multiple types of reimbursement programs, the
Company is able to contract with and maintain significant provider panels in the
markets in which it operates by providing a broad spectrum of patients to
dentists through various funding mechanisms.  The Company's provider relations
representatives in each of its local market offices provide a valuable service
in assisting to maintain the provider relationships.  Local knowledge and
expertise provided through these local representatives enable the Company to
develop highly accessible dental networks convenient for plan members which is
an important factor to employers in selecting a Dental HMO plan. Local efforts
are supported by the Company's regional and corporate activities.

An important factor in the Company's strategy is to provide an integrated
approach to member services.  Regional member service representatives provide
support and assistance to local market offices by responding to member
inquiries, requests for change in provider facilities, claims questions and
payment information.  Specific 800 telephone numbers accessible throughout the
country are maintained with the objective of providing consistent, reliable,
responsive and efficient member services.

                                       4
<PAGE>

Products

Managed Dental Plans.  The Company offers a variety of managed dental care plans
under the names SafeGuard Health Plans(R), SafeGuard Dental Plans(TM) and
American Dental Corporation(R).  The Company's managed dental care plans operate
similarly in each state in which business is conducted.  Under the Company's
managed dental care plans, a premium is paid to the Company on behalf of the
subscriber by the employer from the date the subscriber enrolls in the plan.  A
portion of this contribution is used by the Company to "prepay" for dental care
for members through regular monthly capitation payments by the Company to a
specific selected primary care dentist.  The capitation rate does not vary with
the nature or the extent of services utilized.  In exchange for the capitation
payments, the selected provider is obligated to provide all necessary dental
services to plan members.

Members covered under the Company's managed dental care plans obtain certain
basic dental procedures, such as examinations, x-rays, cleanings and fillings,
at no additional charge, other than, in some cases, a small per office visit
copayment.  The plan's established copayments for more complicated procedures
provided by the selected primary care dentist, such as root canals and crowns,
vary in accordance with the complexity of the service and the level of benefits
provided.  The Company's managed dental care plans also cover services provided
by specialists participating in the panel rather than the primary care dentists
selected by the subscriber, including oral surgery, endodontics, periodontics,
orthodontics, and pedodontics.  The Company assumes responsibility under its
managed dental care plans for such specialty care arrangements and is
responsible for such payments, usually at a discounted fee-for-service basis.

Dual Choice Plans.  The Company's products also include dual choice dental plans
which allow subscribers to choose between a managed dental care plan and an
indemnity dental insurance plan.  The Company believes that its ability to offer
dual choice plans is an important element of its business success because it
enables the Company to offer prospective customers flexibility, particularly
when there are potential subscribers outside the area served by the Company's
managed dental care panel.  Certain states, such as Nevada, require that managed
dental care plans be offered only as part of a dual choice plan and other states
may do so in the future.  Dual choice plans are particularly effective as part
of the Company's growth strategy in areas in which the Company's dental panel is
less well developed and members may value the ability to choose non-panel
dentists.  The Company also believes that securing customers through dual choice
arrangements provides an opportunity to cross sell dental HMO plans.

Preferred Provider Organizations.  The Company's products also include a dental
plan which provides for an increased level of benefits in the event a member
utilizes a dentist participating on its Preferred Provider Organization ("PPO")
panel.  The level of benefits provided to members who select a PPO dentist is
usually increased by at least 10% and usually provides for a waiver of annual
deductibles required to be paid by plan members.  In exchange, the dentist has
contracted to provide dental benefits to plan members at a fee which is usually
discounted by at least 30% off of the dentist's usual and customary fee or the
Company's fee allowance, whichever is less.  Additionally, the cost savings
through reduced fees charged by PPO dentists are shared equally between the
Company and the member.  In the event the member utilizes a PPO dentist, the
member also receives the same level of discount off of the provider's usual and
customary fee, as applied to the member's coinsurance.  The Company believes
that its PPO is an excellent way to enter into new markets or areas that have
been traditionally difficult areas to recruit dentists into a managed care plan,
since the PPO acts as a traditional step for dentists between the traditional
fee-for-service plans and the managed care plans offered by the Company.

The indemnity insurance portion of the Company's Dual Choice and PPO dental plan
is underwritten by SafeHealth Life, a subsidiary of the Company.  These plans
subject the Company to underwriting risks associated with over utilization and
pricing variances which are different from those pricing and reimbursement
mechanisms utilized by the Company's managed dental care plans.

For self-insured employers, the Company provides claims administration under an
Administrative Services Organization ("ASO") arrangement whereby the Company
does not assume the underwriting risk for the indemnity claims.  The Company
receives an administrative fee to process claims and the underwriting risk is
retained by the employer sponsoring the self-insured plan.

The Company also provides access to its PPO network for a fee to clients.  Under
this program, the PPO network providers offer a reduced fee schedule for
services performed.  Eligible participants pay reduced fees when they receive
dental services from a PPO network provider.  The Company charges its PPO
network clients a monthly fee for each participant eligible to access the
Company's PPO fee arrangements.  The Company does not make any payment to its
PPO network providers on behalf of the participant eligible to access the
reduced fee arrangement.

                                       5
<PAGE>

Orthodontic Services.  At December 31, 1997, the Company also operated 34
orthodontic practices at dental offices previously owned by the Company.  In
February 1998, the Company announced its intention to discontinue its
orthodontic practices and to sell such practices during 1998.  On March 16,
1998, the Company announced that it had entered into a letter of intent to sell
the orthodontic practices operated by a subsidiary of the Company to Pacific
Coast Dental, Inc., Associated Dental Services, Inc., and their affiliated
dentists.  The Company expects to complete the transaction by the end of the
second quarter of 1998.  No financial terms were disclosed at the time of the
announcement.

Provider Relations

The Company believes that the most essential element in its enrollment growth is
a stable panel of quality focused dentists in convenient locations. The Company
also requires that all Dental HMO and PPO providers meet all Quality Assessment
program standards. The program includes current license verification, current
liability insurance, and a risk management review of the dental facility to
ensure that all OSHA and regulatory requirements are met, an inspection of the
office's sterilization practices, and a review of the facilities location,
including parking availability and handicap access. See "Quality Management and
Improvement."

The Company believes that dental providers on the Company's Dental HMO and PPO
panels are willing to provide their services at a lower capitated (fixed) rate
per month in exchange for the relatively steady, extended stream of revenue
generated by panel participation.  Furthermore, this contractual revenue source
for the provider is free from the collection problems and administrative costs
sometimes associated with other forms of dental coverage.  Thus, qualified
dentists and/or dental groups have generally been available and willing to
participate on the Company's panels and supplement their fee-for-service
practice.

The Company compensates each panel dental office on its Dental HMO plans on a
monthly capitation rate for each member who selects that office, regardless of
the amount or character of service provided during the month.  The capitation
rate does not vary with the nature or extent of services utilized, however is
variable based on plan design. The total amount paid to each dental office is
determined by the capitation rate per each client contract applicable thereto,
and the number of eligible members served by the participating dental office.
The Company provides additional compensation to its Dental HMO providers for
specified dental procedures. The Company believes that this compensation program
provides for a higher level of member and provider satisfaction through
increased compensation to the provider. For dentists who provide services to the
Company's insured members, compensation is based upon a percentage of the
provider's usual and customary fee based upon established tables of allowances
utilized by the Company in its claims paying processing systems. Benefits are
provided in accordance with percentages that are established for each member's
benefit program. Providers who participate in the Company's PPO program are
compensated at a fee which is less than the provider's usual and customary fee,
usually at a discount of up to 30%, or 30% off of the Company's usual and
customary fee for the area, whichever is less.

The Company currently employs provider relations representatives in each local
market. All have extensive dental office management backgrounds and act as
consultants to assist our panel providers with the administration of the plan in
the day-to-day operation of their offices.

Should a dental office terminate its contract with the Company, if necessary a
new provider will be recruited in a timely manner to meet the needs of the
members assigned to that office, and so there will be no delay in the member's
care.  No dental office provided service to more than 10 percent of the
Company's members at December 31, 1997.

The Company's panel dental offices are free to contract with other dental plans
and both they and the Company can terminate the contract at any time upon 60
days prior written notice.  In accordance with the contract, the Company may
also terminate the contract "for cause" upon 15 days prior written notice.  The
Company may also, at anytime, change the terms, rates, benefits and conditions
of the various plans serviced by its providers with ten (10) days notice to the
provider.  The Company's contracts with panel dental offices require them to
maintain their own professional liability insurance for a minimum of $200,000
per claim, and $600,000 per annual aggregate and to indemnify the Company for
claims arising from their acts or omissions.

At December 31, 1997, approximately 5,000 primary care and specialty care dental
offices, consisting of approximately 6,000 dentists were participating panel
providers on the Company's Dental HMO plans.  General dentists are required to
render all basic dental care and refer members to specialists only as required.
Under its policy, the Company offers nearly all specialty dental services,
including oral surgery, endodontics, periodontics, orthodontics, and pediatric
dentistry.  If the specialty care falls within the Company's guidelines, all or
a substantial portion of the specialists fees are paid by the Company.  Such
payments were 9.6 percent and 8.8 percent of the Company's dental health care

                                       6
<PAGE>

services expenses in 1997 and 1996, respectively.

Management Information Systems

During 1997 the Company continued to enhance its proprietary management
information system to better manage its operational resources and analysis of
data.  These changes focused on reporting mechanisms to track regulatory
compliance and data interface with clients. The Company's goal is to continue to
enhance technologies to better equip the Company to compete while ultimately
reducing the Company's administrative expenses.  The Company also continued its
development of various operating systems based upon software source code
purchased in 1996 for its business operations system which are being adapted to
the specific needs of the Company.  This software allows the Company to develop,
in-house, a system which will be used to expand the Company's management
information system to all Company regional offices.  This system takes advantage
of the power of personal computers in the workplace.  The system will provide a
much easier and more efficient interface using Windows-based screens.
Individual users will be able to quickly customize data queries for their
specific needs with results directed to the screen, printer or downloaded into a
word processor and/or spreadsheet.  The system will have integrated accounts
receivable and accounts payable components that allow the Company to more easily
track, report and perform analysis on revenue and expense.

The Company employs a personal computer network-based general ledger system
providing reporting and analysis tools which allows for the extraction and
download of data to word processors and spreadsheets for further analysis. The
Company also expanded the use of its electronic mail system to all its offices.

As the Company's client base continues to grow in all areas, the Company has
upgraded its current network server to handle the increased activity. The dental
HMO plan, indemnity and PPO plans, and electronic mail environments are now
interconnected. With the implementation of these new and upgraded systems, the
entire network will be tightly integrated. These systems demonstrate the
Company's proactive position in automating its computer operations and allowing
it to remain competitive in the marketplace.

Year 2000 Compliance

The Year 2000 issue results from computer programs using two digits rather than
four to define the applicable year.  Any of the Company's computer programs that
have time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000.  This could result in a system failure or
miscalculations causing disruption of operations, including among other things,
a temporary inability to process transactions, send invoices, or engage in
similar normal business activities.

As part of the Company's proactive approach to automation, it has incorporated
Year 2000 compliance into its Business Continuity plans.  The Company purchased
and is in the process of upgrading any and all information systems software and
hardware.  Through the implementation of new and upgraded computer information
systems, such information systems will recognize the year 2000, and process date
data correctly, including the Company's manipulation of data when dates are in
the 20th or 21st Century.

Initial steps began in 1996 as the Company continued to enhance its information
systems, including all hardware and software products, individually and in
combination, to better manage operational resources and analysis of data.  Such
change is focused on reporting mechanisms to track regulatory compliance and
data interface with clients.  A review was also performed to determine the
future needs of the Company and to enhance technology to better enable the
Company in providing its services.

These steps included the purchase of business operations source code software
which has been adapted to the specific needs of the Company.  This has allowed
the Company to develop, in-house, a system which is being used to expand its
information system, and take advantage of the power of personal computers in the
workplace.  The systems provide easier, more efficient user interface.
Individual users will be able to quickly customize data according to their
specific needs, with results directed to the screen, printed or downloaded into
a word processing or spreadsheet format.  The system will have integrated
accounts receivable and accounts payable components that allow the Company to
more easily track, report and perform analysis of revenue and expense.

The implementation of such new and upgraded systems demonstrates the Company's
proactive position in automating its information systems operations.  The
Company expects to have substantially all of the system and application upgrades
completed by the end of 1999 and believes that its level of preparedness for the
century transactions is appropriate.

                                       7
<PAGE>

Based on its proactive upgrade of the Company's computer information systems,
the Company believes that the Year 2000 issue will not have a material impact on
the Company's results of operations.

Company-Owned Dental Facilities

In October 1996, the Company initiated a strategic plan to sell all of the
general dental practices owned by the Company.  The assets of the general dental
practices sold pursuant to the Company's plan, consisted primarily of leasehold
improvements, equipment, accounts receivable and supply inventories.  Four
general dental practices were sold during 1996 and the remaining twenty-seven
general dental practices were sold during the nine month period ended September
30, 1997.  In August 1997, the Company sold all of the tangible assets of its
then remaining fifteen general dental practices to a non-affiliated entity.  The
aggregate purchase price of all of the assets sold relating to the general
dental practices of the Company was $14.24 million in 1997 and $3.28 million in
1996. All transactions were wholly financed by the Company pursuant to various
promissory notes which have an effective interest rate of 8.5 percent and 30
year term, secured by the assets sold. The Company recorded the completion of
the sale of its remaining general dental practices in the third quarter of 1997.
The Company also recorded a loss from the general dental practices disposed of
net of income taxes in the fourth quarter, primarily relating to reserves for
under performing notes and receivables, litigation expenses and other related
transaction costs. On March 16, 1998, the Company announced that it had entered
into a letter of intent to sell the orthodontic practices operated by a
subsidiary of the Company to Pacific Coast Dental, Inc., Associated Dental
Services, Inc., and their affiliated dentists. The Company expects to complete
the transaction by the end of the second quarter of 1998. No financial terms
were disclosed at the time of the announcement.

During the fourth quarter of 1996, the Company also established a practice
management subsidiary known as Imprimis Practice Management Company, Inc. (the
"Imprimis"). The purpose of this subsidiary was to provide ongoing
administrative support to dentists in the operation of their practices. As part
of its strategy to focus on its core business, in February 1998, the Company
determined that it would be in its best interests to sell the assets associated
with Imprimis' operations. In connection with the sale of certain assets of
Imprimis, the Company has agreed or will enter into an agreement with each of
the dentists who had previously executed a practice management agreement with
Imprimis to terminate the Imprimis agreement thereby releasing the Company from
any further obligations of performance under said agreement. It is anticipated
that the sale of the Imprimis assets and the execution of the various
termination agreements will be completed by the end of the second quarter of
1998.

Quality Management and Improvement

The Company's commitment to quality is supported throughout the entire
organization.  The program is fully encompassing to include the quality of care
management process, provider selection, accreditation, maintenance assessment,
utilization management, provider network corrective action and counseling
management, grievance management functions, member satisfaction survey
functions, accessibility monitoring, and ongoing improvement studies.  The
Company's quality management program objectives include quality assessment of
the credentials and qualifications of dentists to become and/or remain
affiliated providers, quality assessment of the affiliated network, dentist's
compliance with Company standards, analysis and measurement of network and
provider behavior, and continuous improvement of affiliated network dentist
performance through constructive and continuous feedback.

Under the direction of the Company, each affiliated dentist's office undergoes
regular assessments to determine appropriateness of care and treatment outcomes.
The Company outsources the onsite review process to several firms dedicated to
this process.  This policy is similar to the concept of using independent
accountants to verify financial statements.  By using an outside source, the
Company is able to maintain a significant level of independence not always found
when using employees to conduct the on-site assessments.  The Company also
maintains a credentialing verification process through an outside source which
is utilized to verify the provider's licensing status, insurance, compliance
with applicable federal and state regulations, peer review society status, and
other related processes with an objective approach for consistency,
effectiveness, and risk management review.

                                       8
<PAGE>

The Company's Member Satisfaction Assessment Program is designed to provide the
Company with valid and reliable information on members' perceptions of the value
of the dental services provided, as well as how expectations are being met.  The
program is a fully integrated approach to monitoring and responding to customer
needs, and evaluating member satisfaction  The specific functions of this
program are to establish an understanding of customer expectations, assess the
performance of the dentist's care relative to members' perceptions and levels of
satisfaction, link member complaints with satisfaction for appropriate
actionable network management, provide regular and accurate feedback to
providers on members' perceptions and levels of satisfaction, and provide
comparison levels for perception and levels of satisfaction measurements between
different dental products.

The Company maintains a comprehensive accessibility monitoring program which
tracks appointment availability with affiliated dentist offices through
standards including the availability of new patient appointments; the
availability of hygienist appointments; the availability of restorative
appointments; the availability of emergency appointments; the wait times upon
arrival at the dental offices; and arrival in the operatory room.  The Company
conducts accessibility monitoring on a quarterly basis by mail, and results are
then compared to findings of the on-site quality review,  member satisfaction
surveys, grievances, and Provider Relations visits.

The Company continues to improve its review system to insure members are
receiving quality care and providers are receiving training and guidance as
needed.  The Company employs a team concept, combining its Quality Review,
Member Services and Provider Relations departments, to benefit both the member
and provider.  In addition, the Company provides its panel providers with
specifications of new laws affecting the provider.

Utilization Review

The Company uses computerized analysis to monitor the dental treatment provided
to members.  The analysis of provider utilization and cost data enable the
Company and its clients to determine the type of procedures performed by plan
dental offices and ascertain the savings to both clients and members compared to
competitive dental indemnity insurance coverage.  The analyses are also used by
the Company to identify unusual patterns of dental care utilization or
complaints which may trigger special or comprehensive dental reviews.  The
computer system greatly enhances the Company's ability to monitor member
utilization and appropriate dental treatment and to provide essential
statistical information.

The Company is also expanding its use of its indemnity claims paying processing
system to include utilization review and case management for its indemnity
insurance subsidiary.  As part of the expansion of its PPO activities, the
Company has developed a sophisticated reporting system to demonstrate cost
savings for clients and members when PPO dentists are utilized.  These reports
compare practice patterns that vary from established norms, identify patient
costs trends, provide detailed claims and group experience, and case and claims
management through a thorough preauthorization process.  Repricing services are
also provided through the Company's PPO program.  The Company compares
utilization patterns for dentists rendering dental services to the Company's
insureds to determine whether such dentists are over-utilizing the benefits
provided.  In the event that an unusual practice pattern is ascertained, the
Company conducts a review of the dentist's facility to determine the basis for
such practice patterns and reviews its findings with the dentist on a regular
basis to eliminate any potential for abuse.

Member Services

The Company maintains a comprehensive Member Services and Grievance Resolution
System designed to assist members with simple inquiries and resolution of
dissatisfactions.  The Company consistently monitors service statistics to
ensure continued ability to exceed the members' expectations.  Eighty percent
(80%) of all dissatisfactions (grievances) received concerning eligibility or
professional services are resolved completely within 48 hours.  The Company
makes every attempt to resolve more complex situations within 5 working days,
but no longer than 30 days following the receipt of the grievance.

The Company's Grievance Monitoring Committee, provides oversight of the
grievance process with particular attention paid to emerging patterns and
trends, nature and volume of complaints, financial implication for the
disposition of complaints, and quality of care issues.  The monitoring process
is enhanced through the involvement of the Quality Management and Public Policy
Committees.  The Quality Management Committee, at quarterly scheduled meetings,
reviews grievances at the provider level and has the responsibility to make
corrective action recommendations to the Company's Board of Directors based upon
grievance volume, trends and/or patterns.  The Public Policy Committee, at
quarterly scheduled meetings, reviews grievances based on volume and type of
complaints, emergent patterns and trends, and has the responsibility to make
administrative, policy or plan change recommendations to the Company's

                                       9
<PAGE>

Board of Directors. Both committees also review specific complaints that have
exhausted the standard grievance resolution process.

All grievances receive a written disposition of the resolution within 30 days of
receipt of the grievance.  The Company's arbitration policy is designed as a
final resort for members or providers that are dissatisfied with the results of
the appeals, Quality Management or Public Policy processes.  Arbitration may not
be initiated until the grievance, Quality Management, or Public Policy processes
have been exhausted.  The arbitration is conducted according to the American
Arbitration Association rules and regulations.

The Company utilizes an automated call distribution ("ACD") system for customer
call management.  The Company provides toll-free customer telephone service with
automated 24-hours per day, 7 days per week access.  Automated service features
are available for simple inquires such as provider selection, identification
card requests, and eligibility verification.  The Company also provides customer
service telephone support during regularly scheduled business hours.  The
Company's call volume averages 35,000 calls per month, with approximately 30%
handled via automated selection features.  The ACD system has the capability to
prioritize customer calls, and provide service reports on a predetermined basis.
The Company strives to answer over 90% of customer calls within 45 seconds of
entering the selected queue, with an abandonment rate of approximately 2% to 4%
monthly.

Risk Management

The Company has sufficient general and professional liability insurance coverage
to manage the ordinary exposure of operating its managed care dental plan
business and its indemnity dental plans. Generally, the Company is indemnified
against professional liability claims by its independently contracted providers.
In addition, each dentist is required to maintain professional liability
insurance with specified minimums of coverage. The Company also maintains
arbitration provisions in its contracts with providers.

Considering the Company's exposure to future claims for failure to provide
coverage in addition to the secondary risk to professional liability claims, the
Company carries its own professional liability insurance coverage in the amount
of $5,000,000, which it views as being adequate.  However, no guarantee is made
that sufficient professional liability insurance coverage will be available to
the Company at an acceptable cost.

During 1997, as a result of its favorable claims history, the Company continued
to lower its risk management costs.

Clients and Contracts

Substantially all of the Company's 1,165,000 members at December 31, 1997,
participate through over 5,550 group plans paid for by governmental and private
sector employers, multiple-employer trusts and educational institutions or, to a
minor extent, through individual plans.

The Company's 10 largest clients accounted for approximately 19 percent of the
Company's health care revenues for 1997 and 20 percent in 1996.  Significant
clients served in 1997 by the Company include the City of Dallas, City of Los
Angeles, City & County of San Francisco, County of Los Angeles, Dallas
Independent School District, HealthNet, Foundation, several contracts with
McDonnell Douglas Corporation, Southern California Gas Company, and the Joint
Council #42 Welfare Trust.  In the opinion of management, the loss of any single
client would not have a material adverse effect on the Company's financial
condition or results of operations.

The Company takes a proactive approach to better service its clients and
members. The Company maintains a multi-faceted plan to address the specific
needs of its clients by assigning a client services representative to all
clients. Each client services representative has dental care and field
experience. The Company's customer service complaint system also has been
enhanced by the Company's computer network which provides each representative
with full access to client, member and provider records. The Company's provider
network also benefits its multi-state clients.

                                       10
<PAGE>

Given the increasingly competitive nature of the dental care market, it is not
unusual for the Company to obtain a new client from competing indemnity insurers
or other dental HMO plans, or to lose an existing client to others. The Company
is also sensitive to the requirement that there be adequate levels of
compensation to its panel of participating providers so as to ensure that there
is an adequate panel of providers from which the client's members may select. As
a result, the Company has been obtaining price increases of up to 10 percent per
year. See "Marketing" and "Competition."

The Company's contracts generally provide for a defined dental benefit program
to be delivered to plan members for a period of one to two years at a fixed
monthly per-capita rate to the client.  The contracts normally allow the client
the right to terminate on 60 days written notice of a deficiency in performance;
the Company has the right to extend the 60-day period to correct the deficiency.

Acquisitions

In 1996, the Company completed the acquisition of all of the outstanding shares
of First American Dental Benefits, Inc., dba, American Dental Corporation
("First American"), a privately held dental HMO care company based in Dallas,
Texas, and an affiliated marketing entity, for a total consideration of
approximately $23.6 million. Of the purchase price, $20 million was paid at
closing and the Company is obligated to pay an aggregate sum of $3.6 million
over 3 years to satisfy certain payment obligations pursuant to non-competition
agreements entered into between the Company and the former owners of First
American. The Company financed the acquisition of First American through a
credit agreement with a bank. First American provides managed dental care
services through a network of approximately 1,100 dental care providers to
approximately 175,000 members in Texas. The acquisition of First American was
accounted for using the purchase method of accounting with the results of
operations of the businesses acquired included from the effective date of the
acquisition.

In May 1997, the Company completed the acquisition of all of the outstanding
shares of common stock of Advantage Dental HealthPlans, Inc. ("Advantage"), a
privately held dental HMO care company based in Fort Lauderdale, Florida,
for a total value of approximately $10.0 million, consisting of cash and debt.
Advantage provides benefits to approximately 125,000 members through
approximately 700 dental care providers in Florida.  The acquisition of
Advantage was accounted for using the purchase method of accounting with the
results of operations of the business acquired included from the effective date
of the acquisition.  In October 1997, the Company renamed Advantage to SafeGuard
Health Plans, Inc.

In August 1997, the Company completed the acquisition of all of the outstanding
shares of common stock of Consumers Life Insurance Company of North Carolina
("Consumers"), a privately held dental indemnity insurance company with licenses
in sixteen states.  The Company purchased the licenses and obtained all the
statutory deposits held on behalf of Consumers for a cash payment of $3.2
million and capitalized Consumers with total capital and surplus of $5,000,000.
In connection with the acquisition of Consumers, it was redomesticated from
North Carolina to Texas and renamed SafeHealth Life Insurance Company, Inc.  It
is the intent of the Company to merge SafeHealth Life and SafeHealth Life
Insurance Company, Inc. during 1998.  No active business was acquired in
connection with the acquisition of Consumers by the Company.

Marketing

In the past, the Company's primary marketing strategy has been to contract with
large employer groups. While this strategy has served the Company well in the
past, several years ago the Company broadened its market strategy to seek out
and contract with employers with between 100 and 1,000 employees. While in the
past, the Company's dental HMO plan had been offered as an alternative to the
primary dental insurance included in the employer's health care benefit program,
with the acquisition of the Company's indemnity insurance subsidiary, the
Company is now able to contract with the employer to provide both the dental HMO
plan and the indemnity dental insurance program through one relationship. By
targeting the smaller and mid-sized employer groups described above, and by
offering both the dental HMO and indemnity dental products to the employer, the
Company is able to obtain a higher per member per month rate than it could
previously by only offering its dental HMO care plan. Before submitting a
proposal to a prospective employer-client, the Company analyzes a demographic
profile of the potential new plan members, the current and desired dental
benefit levels, availability of adequate provider coverage and timely access,
and other factors.

The Company markets its dental benefit plans through a network of over 1,500
independent insurance agents and brokers and an employee sales force. This
distribution system is designed to reach group purchasers of all sizes in an
efficient and cost effective manner. The Company believes that its marketing
strategy provides it with a

                                       11
<PAGE>

competitive advantage by enabling it to market to a wider range of potential
groups more effectively than companies relying upon a single distribution
system.

The Company's sales force targets employers and groups which are more likely to
contribute towards the cost of dental benefits for their employees. In marketing
to such groups, the Company's sales force focuses on selling both the dental HMO
plan and an indemnity/PPO product. The Company pays its sales force through a
combination of salary and incentive based compensation upon the number of
members enrolled for new groups. As part of its growth strategy, the Company
intends to increase its sales staff during 1998.

The Company's independent insurance agent and broker network focuses on offering
dental HMO and indemnity PPO products to medium and smaller sized employers
which may or may not contribute towards or offer dental benefit plans to their
employees. The Company believes that there are significant opportunities for the
Company to expand dental HMO and indemnity coverage to medium and smaller sized
employers by expanding its network of independent brokers who can effectively
sell dental benefit programs to the medium and smaller sized market. Brokers and
agents typically do not market the Company's dental plans on an exclusive basis.
Brokers and agents generally receive a flat percentage of premium collected as
commission for the initial sale and for each renewal thereafter. Brokerage
commissions paid by the Company were 5.7 percent and 4.3 percent of health care
revenues for 1997 and 1996, respectively.

Once plan participation is to be made available to employees, the Company's
marketing efforts shift to the potential plan members. During a designated
annual open enrollment period, participants may elect the Company's dental plans
or opt for the other form(s) of dental benefits being offered, generally dental
indemnity insurance, either offered by the Company or another insurance carrier.
Generally, participating employees can enroll into or drop out of the Company's
plans only during this enrollment period. Management believes that with most of
its group clients, an average of approximately 10% to 15% of eligible employees
select the Company's dental HMO plan during the first open enrollment period in
which it is offered and that with smaller group clients, an average of
approximately 20% with voluntary plans select the Company's dental HMO plan, and
an average of approximately 30% of eligible employees with employer paid plans
select the Company's dental plan during the first open enrollment period in
which it is offered.

The Company believes that it has an opportunity to obtain new contracts from
employers with between 100 and 1,000 employees in the markets in which the
Company operates.  The Company believes that this represents a significant under
penetrated market segment for the products offered by the Company.  The Company
intends to build upon its current market position and increase its sales
activities by applying market segmentation and quality management principles to
identify the highest potential of customers and proactively anticipating their
needs in the marketing process.  The Company intends to accomplish this by
identifying its core capabilities and competitive advantages that it has over
its competitors.  By adding incremental service levels provided by the Company,
and applying technological advances to the marketing process, the Company's goal
is to lower per member acquisition costs, and eliminate unnecessary sales and
administrative expenses while increasing production capabilities of the
Company's marketing forces.

In the situation where the Company is successful in selling its multi-choice
products to the employer, all employees are enrolled in one of the plan's
offered by the Company.  The Company believes that the ability to offer a multi-
choice option program increases the amount of revenue generated from each sale
by providing the employer with the entire insurance program which may be
available to its employees.  This has the effect of increasing the overall per
member per month rate paid by the employer for each employee since the per
member per month premium for the Company's indemnity dental program is
significantly higher than that which the Company charges for its dental HMO
plans. This has the overall effect of increasing the revenue generated from each
dollar of expense associated with the selling of the Company's products.

                                       12
<PAGE>

In 1997, approximately 61 percent of the Company's enrollment originated in the
State of California, while approximately 20 percent originated in the State of
Texas.  No other state contributed more than 10% of the Company's enrollment
during 1997.

The Company provides a vision plan now known as Premier Vision Care Plan (the
"Premier Plan"). The Company developed the Premier Plan with the intention of
enhancing the vision care component of its benefit programs. The Premier Plan
also features a convenient open provider option that allows members to select
any optometrist under contract with the Company at the time they seek care. This
open panel option is underwritten by the Company's indemnity insurance
subsidiary in California. The entire Premier Plan is underwritten by this
subsidiary in all other states in which it is provided. No provider preselection
is required. There are no cards to mail or forms to present before receiving
care so members can enjoy immediate access. The Premier Plan also allows members
to obtain services from any vision care professional and receive reimbursement
from the Company according to a set schedule of benefits. While the vision plan
did not generate significant revenues during 1997, it is anticipated that the
vision plans will continue to contribute to net income.

Smaller group employers find especially attractive the Company's ability to
offer one-stop shopping with its multi-choice dental package of indemnity dental
insurance and dental HMO plans, its vision plans and its life insurance plans.

The Company continues to increase its efforts to expand its business through
strategic alliances.  As a result, the Company maintains a relationship with
several Health Maintenance Organizations ("HMOs") to provide dual choice
indemnity and dental HMO plans to segments of members enrolled in the HMO.

Indemnity Insurance Plans - Indemnity Insurance Benefits

As a result of its desire to respond to the changing marketplace, the Company
expanded its business to include indemnity dental plans.  In September 1992, the
Company acquired a California domiciled life and health insurance company and
renamed it SafeHealth Life Insurance Company ("SafeHealth Life").  SafeHealth
Life is regulated by the California Department of Insurance and currently holds
a Certificate of Authority as a life, health and disability insurer in the
states of Arizona, California, Colorado, Illinois, Kansas, Maryland, Missouri,
Nevada, Ohio, Oregon, Texas, Utah and Wisconsin.  SafeHealth Life has also
applied for a certificate of authority in the state of New Mexico.  In August
1997, the Company also acquired a North Carolina domiciled life and health
insurance company known as Consumers Life Insurance Company of North Carolina,
redomesticated it to the State of Texas and renamed it SafeHealth Life Insurance
Company, Inc. ("SafeHealth Life, Inc.").  SafeHealth Life, Inc. is licensed to
transact the business of a life, health and disability insurance carrier in the
states of Alabama, Arizona, Arkansas, Delaware, Florida, Georgia, Indiana,
Kentucky, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina,
Tennessee, Texas, and Virginia.  No active insurance business was acquired in
connection with the acquisition of SafeHealth Life, Inc.  The Company intends on
merging SafeHealth Life and SafeHealth Life, Inc. during 1998.

SafeHealth Life has collaborated with other subsidiaries of the Company to
develop certain innovative marketing concepts with the intent of offering
consumers a multiple choice product consisting of a flexible indemnity plan, a
PPO plan, and a comprehensive dental HMO plan in the states where it holds a
Certificate of Authority. The ability to offer fee-for-service dental plans
along with dental HMO benefits, better serves new and existing clients. The
Company also offers a vision plan through SafeGuard in California, and
SafeHealth Life in Colorado, Illinois, Missouri, Nevada and Texas. SafeHealth
Life utilizes independent agents and brokers who specialize in the employee
benefits area and appreciate the ability of SafeHealth Life to custom design
plans as needed.

SafeHealth Life's client base includes small employer groups as well as
governmental agencies and political subdivisions.  During 1997, the number of
insured members covered by SafeHealth Life grew 31.8 percent from 110,000 to
145,000.  SafeHealth Life anticipates increasing production of its multiple
choice dental programs in other states in which it is admitted to do business.
SafeHealth Life is also offering group term life insurance as a participant in a
reinsurance pool.

In late 1996, the Company purchased an indemnity dental claims processing system
capable of auto-adjudicating over 60 percent of claims filed. In 1997, the
Company acquired the source code for its indemnity dental processing claim
system so as to allow the Company better utilize the features of this system so
as to maximize the technological advantages that are available with this system.
This system and its modifications will allow the Company to expand its indemnity
dental programs without necessarily incurring significant additional
administrative expense.

                                       13
<PAGE>

The ownership of an indemnity insurance company exposes the Company to risk for
over utilization and claims costs in excess of premium revenue.  To minimize its
risks, the Company conducts thorough claims review and develops lag studies
through the computer system purchased by the Company for its indemnity insurance
business.  The Company also maintains a full-time actuary department which is
utilized to assist the Company in developing its benefit programs, rates and
payment schedules.

Preferred Provider Organization

During 1993, SafeHealth Life began development of it's PPO Network program in
response to the market demands to offer a more cost-effective alternative to
traditional indemnity insurance, and more freedom of choice than the dental HMO
network/product alternatives. The PPO Network program was developed to
complement and also be used as a cost containment mechanism for current and
future indemnity dental plan clients. The negotiated fee arrangements enable the
Company to offer indemnity dental and SafeHealth Life PPO Network Plans that
reduce benefit costs for participating client groups and members. SafeHealth
Life PPO Network Plans are designed to encourage a greater level of
participation from participating network dentists due to lower levels of
benefits for the Out-of-Network option.

The Company also offers PPO Network Lease Services which offer the network as a
stand alone option for a per-member per-month fee.  The Network Lease Service is
intended to be an option that is marketed to Health and Welfare Trusts, Third-
Party Administrators and Self-funded Employer Groups, again promoting the cost
containment features of the negotiated discounts.  The Company assumes no risk
for clients that lease the PPO Network.  At December 31, 1997, SafeHealth Life
had contracted with approximately 9,100 participating general and specialty
dentists in the markets in which it operates.  The overall geographical
distribution of the dental network was developed to allow members easy access to
network dentists to take advantage of negotiated discounts.  All participating
dentists have passed a strict qualification process and undergo annual quality
assessment reviews as part of ongoing compliance with network participation.
The Company continues to actively recruit dentists for its PPO plan, and intends
to add substantially more dentists to its PPO panel throughout 1998.

The PPO Network offers savings to the Company in the form of lower dollar levels
of claims costs, and savings to the insured in lower out-of-pocket costs due to
the PPO Network contracted fees.  Administrative review protocol that utilizes a
sophisticated case management system insures that the individual needs of a
member are matched to treatment plans.  The necessity and appropriateness of the
treatment plans are continually monitored to assure a professional and
appropriate treatment conclusion.  The combination of the waiver of deductibles,
negotiated provider fees and case management review system can result in
significant member and claim costs savings.

Geographic Expansion

The Company's strategy regarding geographic expansion is presently undergoing a
strategic review to identify and capitalize upon opportunities that may exist in
states in which the Company is not presently operating.  In the past, the
Company's strategy generally has been to enter new states only after obtaining a
major contract, either by expanding the geographic scope of service to existing
clients, by entering into contracts with new clients, or by establishing
marketing agreements with other organizations.  Geographic expansion will also
be accomplished through acquisition of other dental HMO or indemnity insurance
organizations, such as the Advantage acquisition that was completed in May 1997
which facilitated the establishment of a regional office in Florida and allowed
the Company to commence operations in Florida, Georgia, and Washington, D.C.
While the Company generally prefers not to expand into new states until an
adequate base of client business exists to help defray the start-up costs of
operations in those new states, the Company is currently reviewing its strategic
opportunities to provide dental HMO and dental indemnity benefits in other
states and markets in which the Company does not presently operate.  A number of
opportunities exist through strategic affiliations which the Company is
pursuing.

Once a decision to expand has been made, the Company usually establishes a local
market office to provide sales, marketing and provider services support in the
local market. Basic administrative services are provided by the Company at its
various regional offices. By using strategically located local market offices
and regional support

                                       14
<PAGE>

offices, the Company has better controlled administrative expenses
associated with new plan start-ups, and can more efficiently and effectively
service a greater number of members in each market.

Government Regulation

Many states have laws establishing the requirements for, and regulating the
conduct of, the Company and other dental HMO plans. Such laws vary from state to
state and they generally require a state license, frequently prescribe
requirements for contracts, establish minimum benefit levels, impose financial
tests and maintain standards for management and other personnel. There is
currently no regulation of the Company's plans at the federal level.

Since some states will only license full service health plans, the Company
cannot enter those states except in conjunction with SafeHealth Life, its
indemnity insurance subsidiary, or with a full service HMO.  Other states permit
only nonprofit corporations to become licensed as dental HMO plans, again
limiting the Company's access. The heavily regulated nature of the Company's
industry imposes a variety of potential obstacles to management's plans for
further geographic expansion and could limit the Company's future growth. On the
other hand, this regulatory environment also governs the conduct and expansion
prospects of existing and new competitors.

The Company's dental HMO plans are licensed and regulated by pertinent state
authorities. Among the areas regulated, although not necessarily by each state,
are the scope of benefits available to members, the content of all contracts
with clients, providers and others, tests of financial resources, including
maintenance of minimum stipulated financial reserves for the benefit of plan
members, procedures for review of quality assurance, enrollment requirements,
minimum loss ratios, "any willing provider" requirements which may limit the
Company's right to restrict the size of its provider network, the relationship
between the plan and its providers, procedures for resolving grievances, and the
manner in which premiums are determined or structured.

The Company's indemnity insurance operations through SafeHealth Life are
regulated by the California Department of Insurance, and the Department of
Insurance of the other states in which SafeHealth Life is licensed to transact
insurance business.  The Company's indemnity insurance operations through
SafeHealth Life, Inc. are regulated by the Texas Department of Insurance and the
Department of Insurance in the other states in which SafeHealth Life, Inc. is
licensed to transact business.  These regulations include specific requirements
with regard to minimum capital and surplus, permitted investments, advertising,
policy forms and claims processing requirements.  The Company's insurance
operations are also licensed to transact business in other states which
traditionally follow the compliance requirements of the insurance company's
domiciled state, while sometimes imposing minimal specific policy and deposit
requirements for the Company's operations in those states.  Insurance companies
are heavily regulated and require significant cash deposits for capital and
surplus.  The Company's ability to expand its insurance operations into states
in which it is not currently licensed is dependent for the most part on the
regulatory review process which is conducted by the Department of Insurance in
each state in which the Company is applying.  Such reviews may take anywhere
from six to twenty-four months.

Trademarks, Service Marks and Tradenames

The Company has filed, received approval and has obtained renewal protection
from the United States Patent and Trademark office for certain trademarks and
tradenames for names and products used by the Company in its ordinary course of
business.  The Company has received a trademark, service mark or tradename for
the following words and phrases used with and without distinctive logos
maintained by the Company:

 . SafeGuard(R) used with a distinctive logo depicting three superimposed figures
  used in connection with its dental HMO plans;

 . SafeGuard Health Plans(R) used in descriptive material to describe
  the products offered by the Company;

 . SafeGuard Dental Plans(TM) used to describe the various managed care dental
  plans offered by the Company;

 . SafeHealth Life(R) used with a descriptive logo depicting three superimposed
  figures used by the Company to describe its indemnity insurance and PPO
  products; and

 . American Dental Corporation(R) adjacent to a flag of the State of Texas used
  in connection with its managed dental care plans.

                                       15
<PAGE>

Collectively, these trademarks, service marks and tradenames were first used in
commerce in 1984 and have been continuously used thereafter.

Competition

The Company operates in a highly competitive environment with numerous
competitors wherever the Company conducts business.  The Company's competitors
include large insurance companies that offer both Dental HMO benefits and
traditional dental indemnity insurance, HMOs that offer dental benefits, self-
funded employer-sponsored dental programs, dental PPOs, discounted fee-for-
service dental plans and other local or regional companies which offer dental
benefit programs.  Many of the Company's competitors are significantly larger
and have substantially greater financial and other resources, than the Company.

The Company believes that key factors in selecting a particular dental benefits
company include the comprehensiveness and range of benefit plans offered, the
quality, accessibility and convenience of the plans' dental networks, the
responsiveness of customer service, and the premium rates charged.  The
Company's competitors compete aggressively in all of the markets in which the
Company operates on all of these factors, including situations where the
selection of a dental plan is made through a competitive bidding process.  Some
markets in which the Company operates also have intense price competition, which
could occur in all of the markets in which the Company operates in the future.
The Company has seen increasing competition from all competitive sectors and the
Company anticipates that this trend will continue in the future.

Larger, national indemnity insurance companies that offer both Dental HMO and
indemnity dental benefits may have a competitive advantage over independent
dental plans due to the availability of multiple product lines, established
business relationships, better name recognition and greater financial and
information system resources.  The Company believes that it can effectively
compete with these insurance companies due to the comprehensiveness of its
management team and resources directed towards developing competitive dental
benefit plans at premium rates, which are generally lower than such large
national indemnity insurance companies. Some medical HMOs offer their own dental
benefit plans and others contract with independent dental HMO plans for those
services. The Company believes that it can compete with HMOs that offer dental
benefit plans and the Company intends to continue to pursue opportunities to
form relationships with HMOs to offer dental benefit plans to HMO members.

Other than for technological expenses associated with the provision of Dental
HMO and indemnity dental benefit programs, the Company's business does not
require substantial amounts of capital. Other than government regulation and the
related operating costs of start-up, there are no significant barriers to new
companies entering into the market. There can be no assurance that the Company
will be able to compete successfully with new market entrants. Any such
additional competition could adversely impact the Company's revenues, net income
and growth prospects through fee reductions, loss of providers or clients,
and/or market share.

Employees

At December 31, 1997, the Company had 358 employees, of whom 15 were executives,
and 124 were administrative and clerical personnel. Of the total number of
employees the Company had 109 personnel in the to be discontinued orthodontic
and practice management areas. Regional administrative services are provided in
Anaheim, California, Dallas, Texas and Fort Lauderdale, Florida. Corporate
administrative services are provided at the Corporate office in Anaheim,
California. Approximately 100 clerical and auxiliary employees are represented
by two labor unions. No other employees or dentists are union members. The
Company considers its relations with its employees to be good.

The Company maintains a 401(k) plan which allows for a pre-tax contribution from
an employee's earnings.  Employees are eligible to participate in the 401(k)
plan upon completion of six months of service with the Company.  Under the
401(k) plan, an employee may defer up to 15 percent of his or her gross
compensation each pay period and the Company may, at its option, make an
additional discretionary contribution to be allocated among employees in the
plan in proportion to the compensation deferred.  Employees are 100 percent
vested in their interest in the 401(k) plan at all times.  The Company also
maintains a pre-tax medical insurance option within the meaning of Paragraph 106
of Section 125 of the Internal Revenue Code for its employees insuring
dependents.

                                       16
<PAGE>

Risk Factors

The business and competitive environment in which the Company operates involve
certain factors that expose the Company to risk and uncertainty some of which
are related to the managed dental care industry in general and others related
more specifically to the Company.  As a result of the risks and uncertainties
described below as well as other risks presented elsewhere in this report, there
can be no assurance that the Company will continue to be as successful as it was
in the past few years or maintain its current market position.  Some of these
factors have affected the Company's operating results in the past, and all of
these factors could affect its future operating results.

Government Regulation.  The health and dental care industry is subject to
extensive federal, state and local laws, rules and regulations.  The heavily
regulated nature of the Company's industry imposes a variety of potential
obstacles to management's plans for further geographic expansion and could limit
the Company's future growth.  Additionally, the standards of practice of dental
care and related federal and state regulations are subject to change.  The
Company cannot predict what changes may be enacted which may affect its business
and could limit the Company's future growth.

Risk of Acquisitions and Sale of Assets. The Company has recently completed and
or announced three acquisitions and a series of asset sales related to
discontinued general dental and orthodontic practices. The acquisitions entail
risks that the Company will be unable to successfully integrate the acquired
businesses into its existing operations, that the acquisitions will fail to
perform in accordance with expectations, and that the acquisitions will require
the devotion of significant amounts of management's time to assimilate, the
occurrence of any of which could have a material adverse effect on the Company's
operating and financial results.

Certain of the asset sale transactions related to its discontinued operations
have been structured such that the Company received promissory notes for all of
the purchase price.  In the fourth quarter of fiscal 1997 the Company
established a reserve for under-performance of certain of these notes.  To the
extent that any charges exceed the reserves established, the non-performance
under such notes may have an adverse effect on the Company's financial results.
The acquisitions and sales may also expose the Company to additional transition
costs and the sales may expose the Company to litigation that may divert
resources and management's time.

Competitive Market.  The Company operates in a highly competitive environment.
The Company's ability to expand is affected by its existing competition as well
as increasing competition, not only in dental product choices, but also in the
number of competitors in the areas that the Company offers its products.  There
can be no assurance that the Company will be able to compete successfully with
new market entrants.  Any such additional competition could adversely impact the
Company's revenues, net income and growth prospects through premium reductions,
loss of providers or clients, or market share.  The Company expects the level of
competition to remain high and recognizes that competitive pricing pressures may
have an adverse effect on the Company's operating margin.

Ability to Continue Company Growth.  The Company has grown in recent years
through expansion in new small and mid-size clients, an increase in the number
of persons covered under indemnity insurance products offered by the Company's
insurance subsidiary, an increase in the number of members covered as a result
of strategic relationships with other health care providers, the September 1996
acquisition of First American, the May 1997 acquisition of Advantage, and the
August 1997 acquisition of SafeHealth Life, Inc.  Although the Company desires
and intends to continue to expand, there can be no assurance that the Company
will be able to maintain or continue to expand its market presence in its
current locations or to successfully enter other markets.  The ability of the
Company to continue its growth will depend on a number of factors including
existing and emerging competition, the Company's ability to maintain effective
control over dental care costs, the Company's ability to secure cost effective
contracts with additional dentists, the introduction of new technologies, and
availability of working capital to support the Company's growth.

Levels of Utilization and Dental Care Services.  The Company's dental indemnity
and PPO dental plans are underwritten by a subsidiary of the Company.  These
plans subject the Company to underwriting risks associated with over utilization
and pricing variances in excess of premium revenues.  To minimize these risks
the Company conducts thorough claims review and lag studies and maintains an
actuary department.  However, if underwriting risks are not accurately assessed,
rates charged to clients may not cover costs, which may have a material adverse
effect on the Company's operating and financial results.

In addition, dental care provided by specialists is made available to members
under many of the Company's dental HMO plans. The Company assumes responsibility
under such plans for such specialty care arrangements and is responsible for
such payments, usually at a discounted, fee-for-service basis and not on a
capitated basis. Accordingly,
                                       17
<PAGE>

the Company retains the risk for the payment of specialty dental care claims and
if the utilization of specialty dental care increases under the Company's
outstanding Dental HMO plans, it could adversely affect the Company's operating
and financial results.

Effect of Adverse Economic Conditions.  The Company's business may be adversely
affected by periods of economic slowdown or recession which, among other things,
may be accompanied by layoffs by client organizations reducing the number of
members served by the Company, and increased pricing pressure from its clients
and competitors.

Relationships with Dental Providers.  The success of the Company is dependent
upon the Company's continued maintenance of a large network of quality dentists
in each of the Company's markets.  Generally, the Company and network dentists
enter into non-exclusive contracts that may be terminated by either party with
limited notice.  The Company's operating results may be adversely affected if
the Company is unable to establish and maintain contracts with an adequate
number of quality dentists in any market in which it operates..  See "Business-
Provider Relations."

Dependence on Key Personnel.  The Company believes that its success is largely
dependent upon the abilities and experience of its senior management team.  The
loss of the services of one or more of these senior executives could adversely
affect the Company's operating and financial results.  The Company has entered
into employment agreements with its key senior executives including the Chief
Executive Officer and the Chief Operating Officer.

Possible Volatility of Stock Price.  The Company's stock price is subject to
fluctuations.  The stock price volatility can be a response to actual or
anticipated variations in operating results, announcements of new developments
by the Company or its competitors, developments in relationships with clients
and other events or factors.  Even a modest underperformance against the
expectations of the investment community by the Company can lead to a
significant decline in the market price of the Company's stock.  Broad stock
market fluctuations, which may be unrelated to the operating performance of the
Company, may also adversely affect the market price of the Company's stock.

Directors and/or Executive Officers of the Registrant

The current directors and/or executive officers of the Company are as follows:

<TABLE>
<CAPTION>
Name                                    Age                                Position
----                                    ---                                --------
<S>                                     <C>   <C>
Steven J. Baileys, D.D.S.                44   Chairman of the Board of Directors and Chief Executive Officer (2)
John E. Cox                              46   President, Chief Operating Officer and Director (2)
Ronald I. Brendzel, J.D.                 48   Senior Vice President, General Counsel, Secretary and Director (2)
Herb J. Kaufman, D.D.S.                  46   Senior Vice President and Chief Dental Officer
Wayne K. Butts                           44   Senior Vice President-Alternative Distribution Programs
Judy M. Deal                             46   Vice President-Provider Relations
Thomas C. Tekulve, C.P.A.                46   Vice President and Chief Financial Officer
Kenneth E. Keating                       34   Vice President-Imprimis and Guards Office Operations
John D. Lyon                             49   Vice President-Marketing
Carlos Ferrera                           34   Vice President-Regional Operations and Information Technologies
Nancy Stokes                             60   Vice President-Quality Improvement Programs
Jacob J. Rausch                          38   Vice President-Business Development
Michael M. Mann, Ph.D.                   58   Director (1)(2)
William E. McKenna                       78   Director (1)(2)
George H. Stevens                        44   Director (1)(2)
Bradford M. Boyd, D.D.S.                 46   Director (1)(2)
-----------------------------
</TABLE>
(1)  Member, Compensation and Stock Option Committee, Audit Committee and
     Nominating Committee

(2)  Directors hold office from the Annual Meeting of Stockholders for staggered
     terms of three years (until re-elected or until successors are elected and
     qualified), as follows:

       Mr. Brendzel, Dr. Mann and Dr. Boyd        Class II       May, 1998
       Dr. Baileys and Mr. Stevens                Class III      May, 1999
       Mr. McKenna and Mr. Cox                    Class I        May, 2000

Officers are elected annually and serve at the pleasure of the Board of
Directors, subject to all rights, if any, under certain contracts of employment.
See Part III, Item 11-"Executive Compensation."  Dr. Baileys is the brother-in-
law of Mr. Brendzel.

                                       18
<PAGE>

Dr. Baileys is Chairman of the Board of Directors and Chief Executive Officer.
He was President from 1981 until March 1997, Chief Executive Officer since May
1995, and Chairman of the Board of Directors since September 1995.  He was Chief
Operating Officer from 1981 until May 1995.  From 1975 until 1981, Dr. Baileys
served in a variety of executive and administrative capacities with the Company.
Dr. Baileys is also an officer, director and 50% shareholder in the Islas
Professional Dental Corporation, which operates a dental practice under contract
to a subsidiary of the Company.  Dr. Baileys is also licensed to practice
dentistry in the State of California.  He is also a member of the Southern
California chapter of the Young Presidents' Organization.

Mr. Cox was appointed President and Chief Operating Officer in March 1997, and
was named as a Director of the Company in March 1997.  He was Executive Vice
President and Chief Operating Officer from May 1995 to March 1997. From 1985 to
1995, he served in various executive capacities for CIGNA Dental Health,
including Vice President, National Sales and Account Services, Western Regional
President, Chief Financial Officer and Controller.  From 1981 to 1985, Mr. Cox
served in various financial capacities for Southeastern Health Services/Prucare-
Prudential Insurance Company's group model HMO in Atlanta, Georgia.  He is the
Company's representative to the National Association of Dental Plans, and served
on the Board of the California Association of Dental Health Maintenance
Organizations.

Mr. Brendzel is Senior Vice President, General Counsel, Secretary and a Director
of the Company.  He was Chief Financial Officer from April 1988 to May 1996,
Vice President - Corporate Development from August 1980 until April 1986, and
held various executive and administrative positions from July 1978 until August
1980.  Mr. Brendzel is a member of the California State Bar and is licensed to
practice law in the state of California.  He is also a member of the California
Knox-Keene Health Care Service Plan Advisory Committee, which assists the
California Department of Corporations (the "California Department") in
regulating managed care health plans, and is the chairman of the Dental Quality
of Care Task Force established by the California Department.  From 1989 to 1991,
Mr. Brendzel was also a member of the Texas Health Maintenance Organization
Solvency Surveillance Committee which assists the Texas Department of Insurance
in regulating health maintenance organizations.

Dr. Kaufman was appointed Senior Vice President and Chief Dental Officer for the
Company in January 1997.  From January 1995 to January 1997, he was National
Dental Director for CIGNA.  From January 1996 to January 1997, Dr. Kaufman was
Chief Executive Officer of CIGNA Dental Health of Arizona, Inc.  Preceding that,
he was Regional Dental Director for the western region for CIGNA from February
1990 to January 1995.  Prior thereto, Dr. Kaufman was CIGNA's Dental Director
for the State of Arizona from April 1989 to February 1990.  From September 1984
to April 1989, he was Dental Director and Dental Department Chair for CIGNA
Healthcare of Arizona, Inc.  Dr. Kaufman was in private dental practice from
August 1979 to August 1984.  Prior thereto, Dr. Kaufman was a general dentist in
the United States Air Force from July 1976 to June 1979.  Dr. Kaufman is
licensed to practice dentistry in the States of Arizona, California and
Colorado.  He is a member of the American Dental Association, Arizona Dental
Association, National Association of Dental Professionals, and California
Association of Dental Health Maintenance Organizations.  He serves on the
advisory board for Procter and Gamble, Health Services Advisory Group, the
Academy for Managed Care Dentistry Counsel, and serves on the faculty at
Northern Arizona University.

Mr. Butts was appointed Senior Vice President-Alternative Distribution Programs
in October 1997.  Prior thereto, he was Senior Vice President  Director of
Regional Operations from December 1995 to October 1997.  Preceding that, he was
Vice President-National Sales Director since February 1988.  Prior to joining
the Company, he was a Senior Account Executive with Equicor-Equitable HCA
Corporation in Los Angeles from November 1985 to February 1988.  Preceding that,
Mr. Butts was a Senior Sales Representative with the Company from February 1983
to November 1985.  Mr. Butts' background in the insurance/benefits area began in
1978 with Blue Cross of California.

Ms. Deal was appointed Vice President-Provider Relations in October 1997.  Prior
thereto, she was Vice President-Member and Provider Services from January 1996
until October 1997.  From January 1995 until January 1996, she was Vice
President-Provider Relations.  Prior to joining the Company, Ms. Deal was the
Director of Provider Relations for CIGNA Dental Health from November 1988 to
January 1995.  Preceding that, Ms. Deal was the Dental Office Manager of a large
group dental practice from November 1974 to November 1988.

Mr. Tekulve was appointed Vice President and Chief Financial Officer in May of
1996.  From April 1995 until April 1996, he was Vice President, Accounting,
Finance and Information Systems for the Company when he was appointed to his
present position.  Prior to joining the Company, Mr. Tekulve was Director of
Finance, International Operations for Beckman Instruments, Inc. from 1992 to
1995.  During the period from 1984 to 1992, he also served as corporate
Controller and Director of Corporate Accounting and Planning for Beckman
Instruments, Inc.  Mr. Tekulve is also a Certified Public Accountant.

                                       19
<PAGE>

Mr. Keating is the Vice President-Imprimis and Guards Office Operations for the
Company.  He was Vice President-SafeHealth Life Operations from August 1995
until October 1995 when he was appointed to his present position.  From March
1987 to July 1995, Mr. Keating served in various executive capacities for CIGNA
Dental Health, including Director of Sales and Account Services, Director of
Network Development and Director of Staff Model Operations.

Mr. Lyon is the Vice President-Marketing for the Company.  He joined the Company
in July 1995.  From September 1993 to April 1995, Mr. Lyon was Vice President-
Marketing of Scan Health Plan.  From October 1990 to July 1993, he was Associate
Vice President-Marketing of FHP Health Care. Preceding that, he was Vice
President-Project Director of Fessel International from February 1989 to
September 1990.

Mr. Ferrera was appointed Vice President-Regional Operations and Information
Technologies for the Company in October 1997.  Prior thereto, he was Vice
President-SafeHealth Life Operations for the Company.  He joined the Company in
October 1995.  From March 1988 to October 1995, Mr. Ferrera served as Director
of Provider Relations and Product Consultant for CIGNA Dental Health.  Preceding
that, he was a Staff Sergeant in the United States Air Force.

Ms. Stokes joined the company in September 1997 as Vice President-Quality
Improvement Programs.  From August 1996 until September 1997, she was employed
as a Health Planning Consultant, Quality Improvement Manager for the Arizona
Department of Health Services, Office of Oral Health, responsible for designing,
conducting, coordinating and documenting quality improvement reviews and program
evaluations for all licensed prepaid dental plans operating in Arizona.  Program
oversight included conducting site visits, tracking, analyzing, monitoring and
reporting quality improvement efforts and outcomes.  From September 1991 until
June 1996, Ms. Stokes was employed by CIGNA Dental Health where she was, at
various times, responsible for provider recruitment, specialty referral
processing, claim analysis and adjudication, and was director of member
services.

Mr. Rausch was appointed Vice President-Business Development in October 1996.
From July 1996 until October 1996, he was the Company's Director of Business
Development when he was appointed to his present position.  Mr. Rausch joined
the Company in July 1996. Prior to that he has held the positions of Regional
Vice President for CIGNA Dental Health, Vice President and Health Plan Manager
for CIGNA Healthplan, Regional Director of Contracting for Kaiser Health Plans,
Assistant Vice President for Kemper National Services and Managing Consultant
for Future Health, Inc., a health care consulting company.

Dr. Mann has been a Director of the Company since May 1987.  He is also Chairman
of Blue Marble Partners, and Chairman, President and Chief Executive Officer of
Blue Marble Development Group, Inc. international corporate development and
consulting firms.  From August 1986 until September 1987, Dr. Mann was a Partner
of Mann, Kavanaugh, Chernove & Associates, a business development firm.  He was
President, Chief Executive Officer and a Director of Helionetics, Inc., a
defense, energy and signal information processing company, from December 1984 to
July 1986, and Executive Vice President from April to December 1984.  Dr. Mann
is a Director of Datum, Inc. and Management Technology, Inc.

Mr. McKenna has been a Director of the Company since September 1983.  Since
December 1977, Mr. McKenna has been a general partner of MCK Investment Company,
a private investment company.  Mr. McKenna was Chairman of the Board of
Technicolor, Inc. from 1970 to 1976 and was formerly Chairman of the Board and
Chief Executive Officer of Hunt Foods & Industries, Inc. and its successor,
Norton Simon, Inc.  From 1960 to 1967, Mr. McKenna was associated with Litton
Industries, Inc. as a Director and in various executive capacities.  He is
currently a Director of California Amplifier, Inc., Midway Games, Inc., Drexler
Technology Corporation, and WMS Industries, Inc.

Mr. Stevens has been a Director of the Company since May 1989.  Since 1982, he
has been President of Belle Haven Marina, Inc., a privately held leisure and
recreational organization located in Virginia. He is also President of Kingfish
Corporation, a privately held corporation which is engaged in the business of
chartering pleasure yachts in the mid-Atlantic region. Mr. Stevens is also the
owner of Mariner Sailing School located in Virginia. Mr. Stevens' combined
organization is the largest operator of recreational vessels in the Washington
D.C. area.

Dr. Boyd has been a Director of the Company since May 1995.  He has been
licensed to practice dentistry in the State of California since 1983, and has
been the sole proprietor of Bradford M. Boyd, D.D.S., located in Lancaster,
California.  Dr. Boyd also is a private investor.  He is a member of the
American Dental Association, California Dental Association, and San Fernando
Valley Dental Society.  Dr. Boyd is also an officer of the Dental Foundation of
California and is also a member of the Board of Directors of High Desert
Children's Dental, a charity organization providing free dental services to
underprivileged children

                                       20
<PAGE>

Item 2.  Properties

The Company owns a 60,000 square foot building in Anaheim, California, which it
utilizes as its corporate headquarters and executive offices.  In addition, the
Company leases offices in Phoenix, Arizona; San Diego, California; Walnut Creek,
California; Denver, Colorado; St. Louis, Missouri; Austin, Texas; Dallas, Texas;
and Houston, Texas.  The Company leased all of its previously owned Guards
dental offices pursuant to practice management agreements.  Those leases expire
on dates ranging through July 2005.  In the opinion of management, the Company's
facilities are adequate for its current needs.

During 1997, the Company entered into a lease agreement to lease office space
consisting of approximately 68,000 square feet in Aliso Viejo, California.  The
Company intends on moving its corporate headquarters and executive offices from
its current location at Anaheim, California to Aliso Viejo, California during
the third quarter of 1998.  The Company is in the process of selling its current
corporate headquarters and executive offices in Anaheim, California and intends
on completing that transaction during 1998, although no assurances can be given
that the office building currently owned by the Company will be sold during 1998
or that a suitable buyer willing to purchase the building under terms and
conditions which are satisfactory to the Company will be found during 1998.

Item 3.  Legal Proceedings

The Company is subject to various claims and legal actions in the ordinary
course of business.  The Company believes all pending claims either are
adequately covered by insurance maintained by panel providers or the Company, or
will not have a material adverse effect on the Company's results of operations
or financial position.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1997.

                                    PART II

Item 5.  Market for the Registrant's Common Stock and Related Stockholder
Matters

(a)  Market Information
     ------------------

The Company's common stock is traded on the NASDAQ National Market System under
the symbol SFGD.  The following table sets forth the high and low prices at
which the Company's common stock traded as reported.  The bid quotations
represent inter-dealer prices, without retail markups or commissions, and do not
necessarily represent actual transactions.
<TABLE>
<CAPTION>
Fiscal Year ended December 31, 1997                  High        Low
                                                     ----        ---
<S>                                                <C>         <C>
     First Quarter..............................   $18.375     $11.125
     Second Quarter.............................   $ 12.75     $ 9.625
     Third Quarter..............................   $ 14.00     $ 10.50
     Fourth Quarter.............................   $14.875     $ 12.50

Fiscal Year ended December 31, 1996
     First Quarter..............................   $ 16.50     $ 11.50
     Second Quarter.............................   $ 19.25     $ 16.00
     Third Quarter..............................   $ 22.38     $ 17.50
     Fourth Quarter.............................   $ 20.75     $ 16.00
</TABLE>

Approximate Number of Equity Security Holders
---------------------------------------------

<TABLE>
<CAPTION>
                                                    Approximate Number of
                                                        Record Holders
     Title of Class                               (as of December 31, 1997)
     --------------                                -----------------------
     <S>                                          <C>
     Common Stock, $.01 Par Value                           1,000
</TABLE>

                                       21
<PAGE>

Dividends
---------

No cash dividends have been paid on the Company's common stock.  It is the
policy of the Board of Directors to retain the Company's earnings for use in its
operations and expansion of its business, and the Company does not anticipate
paying cash dividends in the foreseeable future.

Stockholder Rights Plan
-----------------------

In March 1996, the Company's Board of Directors declared a dividend of one right
to purchase fractions of the shares of its Series A Junior Participating
Preferred Stock, par value $.01 per share having rights, preferences, privileges
and restrictions under certain circumstances, other securities, for each
outstanding share of the Company's common stock, par value $.01 per share
distributed to stockholders of record at the close of business on April 12,
1996.  The description and terms of the Rights are set forth in a Rights
Agreement, dated as of March 22, 1996, between the Company and American Stock
Transfer and Trust Company, as Rights Agent.

(b)     Use of Proceeds
        ---------------
        N/A

Item 6.   Selected Financial Data

The financial data included in the table as of December 31, 1996 and 1997 and
for the three years ended December 31, 1997, have been derived from financial
statements audited by the Company's independent accountants, Deloitte & Touche,
LLP. This data was reclassified in prior years to reflect the discontinuation of
the Company's general dental and orthodontic practices (see Note 2 of the
Consolidated Financial Statements). This data should be read in conjunction with
such financial statements and notes thereto, and Item 7. "Management's
Discussion and Analysis of Financial Conditions and Results of Operations."

Selected Operating, Statistical and Balance Sheet Data
------------------------------------------------------

<TABLE>
<CAPTION>
Year Ended December 31,                                        1997      1996       1995       1994       1993
---------------------------------------------------------------------------------------------------------------
Operating Data (in $000's except income per share):
-------------------------------------------------
<S>                                                          <C>        <C>        <C>       <C>        <C>
Health care revenues                                         $95,350    $72,709    $60,736   $53,921    $51,618
                                                             -------    -------    -------   -------    -------
Expenses:
 Health care services                                         65,702     54,534     45,285    39,203     35,761
 Selling, general and administrative                          25,103     16,292     13,451    12,178     11,573
                                                             -------    -------    -------   -------    -------
              Total expenses                                  90,805     70,826     58,736    51,381     47,334
                                                             -------    -------    -------   -------    -------
   Operating income                                            4,545      1,883      2,000     2,540      4,284
 Other income                                                  1,632        984      1,286     1,026        690
 Interest expense                                             (2,871)      (485)       --         (3)       --
                                                             -------    -------    -------   -------    -------
   Income from continuing operations before provision
    for income taxes and discontinued operations               3,306      2,382      3,286     3,563      4,974
 Provision for income taxes                                    1,495        980      1,251     1,390      1,806
                                                             -------    -------    -------   -------    -------
 Income before discontinued operations                         1,811      1,402      2,035     2,173      3,168
 Income (loss) from discontinued operations
  to be disposed of, net                                      (3,555)      (852)       353      (881)       794
 Income (loss) on disposal of dental practices, net             (605)     1,678        --        --         --
 Cumulative effect of change in accounting principle, net        --         824        --        --         --
                                                             -------    -------    -------   -------    -------
   Income (loss) from discontinued operations, net            (4,160)     1,650        353      (881)       794
                                                             -------    -------    -------   -------    -------
Net income (loss)                                            $(2,349)   $ 3,052    $ 2,388   $ 1,292    $ 3,962
                                                             =======    =======    =======   =======    =======
 Basic income per share:
  Net income from continuing operations                      $  0.38    $  0.30    $  0.45   $  0.47    $  0.70
  Net income (loss) from discontinued operations, net          (0.88)      0.34       0.08     (0.19)      0.18
                                                             -------    -------    -------   -------    -------
Net income (loss)                                            $ (0.50)   $  0.65    $  0.53   $  0.28    $  0.88
                                                             =======    =======    =======   =======    =======
  Weighted average shares outstanding (000's) - Basic          4,723      4,711      4,523     4,613      4,526
                                                             =======    =======    =======   =======    =======
 Diluted income per share:
  Net income from continuing operations                      $  0.37    $  0.28    $  0.43   $  0.45    $  0.66
  Net income (loss) from discontinued operations, net          (0.85)      0.34       0.08     (0.18)      0.17
                                                             -------    -------    -------   -------    -------
Net income (loss)                                            $ (0.48)   $  0.62    $  0.51   $  0.27    $  0.83
                                                             =======    =======    =======   =======    =======
  Weighted average shares outstanding (000's) - Diluted        4,899      4,940      4,725     4,852      4,793
                                                             =======    =======    =======   =======    =======
</TABLE>

                                       22
<PAGE>

Selected Operating, Statistical and Balance Sheet Data (continued)
------------------------------------------------------------------

<TABLE>
<CAPTION>
As of December 31                                       1997       1996      1995      1994      1993
------------------------------------------------------------------------------------------------------
<S>                                                    <C>       <C>       <C>       <C>       <C>
Statistical Data:
-----------------
 Membership (000's)                                      1,165       983       761       721       664
 Clients                                                 5,550     4,922     2,661     2,086     1,665
 Employees                                                 249       461       458       432       387
 Contracted managed care dental offices                  5,000     4,200     3,291     2,902     2,532
 PPO dental offices                                      9,100     9,600     9,706     5,765       --
 Guards dental offices                                     --         27        33        30        29

Balance Sheet Data (in $000's):
-----------------------------
 Cash and short-term investments                       $12,906   $ 9,807   $14,746   $ 8,661   $17,869
 Current assets                                         26,403    27,622    23,576    12,378    20,903
 Current liabilities                                    20,193    11,633     5,941     3,043     2,107
 Long-term debt                                         33,894    19,086       --        --        --
 Stockholder's equity                                   32,759    35,200    31,929    27,469    27,224
 Total assets                                           88,518    68,116    38,343    30,792    29,917
</TABLE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

In addition to historical information, management's discussion and analysis
below includes certain forward-looking statements, including those related to
the Company's growth and strategies, future operating results and financial
position as well as economic and market events and trends.  The Company's actual
results and financial position could differ materially from those anticipated in
the forward-looking statements as a result of various factors, including
competition, changes in health care regulations, levels of utilization of dental
care services, new technologies, rising dental care costs and other risks and
uncertainties as described above under "Risk Factors" and elsewhere in this
Report.  The following should be read in conjunction with the Consolidated
Financial Statements of the Company and Notes thereto.

<TABLE>
<CAPTION>
Results of operations (000's omitted)                1997 Versus 1996     1996 Versus 1995     1995 Versus 1994
--------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>                  <C>
Membership enrollment                                            182                  222                   40
Percentage change                                               18.5%                29.2%                 5.5%
--------------------------------------------------------------------------------------------------------------
Health care revenues                                         $22,641              $11,973              $ 6,815
Percentage change                                               31.1%                19.7%                12.6%
--------------------------------------------------------------------------------------------------------------
Health care expenses                                         $11,168              $ 9,249              $ 6,082
Percentage change                                               20.5%                20.4%                15.5%
Percent of revenues                                             68.9%                75.0%                74.6%
--------------------------------------------------------------------------------------------------------------
Selling, general and administrative expenses                 $ 8,811              $ 2,841              $ 1,273
Percentage change                                               54.1%                21.1%                10.5%
Percent of revenues                                             26.3%                22.4%                22.1%
--------------------------------------------------------------------------------------------------------------
Other income, net                                            $   648              $  (302)             $   260
Percentage change                                               65.9%               (23.5%)               25.3%
Percent of revenues                                              1.7%                 1.4%                 2.1%
--------------------------------------------------------------------------------------------------------------
Interest expense                                             $ 2,386              $   485              $    (3)
Percentage change                                              492.0%                 N/A              (100.0%)
Percent of revenues                                              2.5%                 0.7%                 --
--------------------------------------------------------------------------------------------------------------
Income from continuing operations before
discontinued operations                                      $   409              $  (633)             $  (138)
Percentage change                                               29.2%               (31.1%)               (6.4%)
--------------------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations, net              $(5,810)             $ 1,297              $ 1,234
Percentage change                                             (352.1%)              367.4%               140.1%
--------------------------------------------------------------------------------------------------------------
Net income (loss)                                            $(5,401)             $   664              $ 1,096
Percentage change                                             (177.0%)               27.8%                84.8%
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                       23
<PAGE>

1997 Versus 1996
----------------

As a result of the Company's discontinuation of its orthodontic practices in
1997, the financial statements have been reclassified for all comparative years
to reflect these changes (see Note 2 of the Consolidated Financial Statements).
The Company's revenues for the twelve months ended December 31, 1997, increased
31.1 percent, from $72,709 to 95,350, on a membership increase of 18.5 percent.
This includes the contribution from the acquisition of First American in
September 1996, as well as the acquisition of Advantage in May 1997.  Excluding
the impact of the two acquisitions, revenues for the same period indicated above
increased 13.1 percent on a 5.9 percent increase in membership.  These increases
were attributable to cross selling of product offerings to existing clients,
moderate price increases to renewing clients and increases in sales to small and
mid-size clients.

Health care expenses increased 20.5 percent, or $11,168 for the twelve months
ended December 31, 1997.  As a percentage of revenues, health care expenses
improved by 6.1 percent, from 75.0 percent of revenues for the twelve months
ended December 31, 1996, to 68.9 percent for the same period in 1997.  This was
primarily due to the acquisitions of both First American and Advantage, which
have a lower health care cost as a percent of revenues.  The Company also
realized improvements in health care cost ratios for its existing business,
excluding the two acquisitions, from 76.2 percent for the twelve months ended
December 31, 1996, to 74.5 percent for the same period in 1997, an improvement
of 1.7 percentage points.  This improvement is due to improved pricing as well
as continued improvement in control of costs.

Selling, general and administrative expenses increased $8,811, or 54.1 percent,
for the twelve months ended December 31, 1997.  This was primarily due to the
acquisitions of First American and Advantage with the related selling, general
and administrative costs of those businesses.  Goodwill and intangible
amortization expense related to the acquisitions was $1,525 for the twelve
months ending December 31, 1997 compared to $312 for same period in 1996.
Excluding the effect of the two acquisitions, the ratio of selling, general and
administrative expenses to revenues increased to 23.0 percent from 21.3 percent
for the twelve months ending December 31, 1997, compared to the same period of
1996.  This was as a result of increases in telecommunications and computer
network systems costs, as well as increases in management staffing levels.

Other income increased by $648 for the twelve months ending December 31, 1997,
from $984 in 1996, to $1,632, an increase of 65.9 percent.  This was due to an
increase in interest bearing notes receivable resulting from the sale of the
discontinued general dental practices.  Interest expense of $2,871 for the
twelve months ending December 31, 1997, is primarily a result of the borrowings
obtained for the acquisition of both First American and Advantage.  This
represents an increase of $2,386 from $485 in 1996.

The operating results, net of taxes, of the discontinued orthodontic and general
dental practices for the twelve months ended December 31, 1997, reflect a net
loss of $4,160 for the twelve months ending December 31, 1997, an increase in
losses of $5,810 over the same period in 1996. This includes a pre-tax charge of
$8,550 for under-performing notes and receivables ($5,600), litigation costs
($750), and other transition costs ($2,200).

Net loss of $2,349 for the twelve months ended December 31, 1997, was a decrease
of $5,401 in net income over the same period in the prior year. This was
primarily due to the impact of the discontinued charge discussed above, as well
as the other above factors.

1996 Versus 1995
----------------

After restating the Company's financial statements to reflect the
discontinuation of the Company's general dental practices, and for the adoption
of a change in accounting principle (see Notes 1 and 2 of the Consolidated
Financial Statement), the Company's revenues for the twelve months ended
December 31, 1996, were $72,709, or a 19.7 percent increase on a 29.2 percent
membership increase over the corresponding period a year ago.  These increases
included the impact on revenues and membership for the acquisition of First
American, completed September 27, 1996.  Excluding the impact of the
acquisition, revenues for the same period indicated above increased 14.8 percent
on a 6.0 percent increase in membership.  The increase in revenue was
attributable to new small and mid-size clients, cross-selling of product
offerings to existing clients and moderate price increases to renewing clients.

Health care expenses for the twelve months ended December 31, 1996 increased
$9,249 or 20.4 percent.  Health care expense as a percentage of health care
revenues increased by 0.4 percent from 74.6 percent of revenues for the twelve
months ended December 31, 1995, to 75.0 percent for the same period in 1996.
This was primarily due to an increase

                                       24
<PAGE>

in the estimated liability for claim costs processed through the Company's
indemnity dental system, as well as the selected disenrollment of less
profitable clients based on actuarial reviews of plan designs and utilization.

General and administrative expenses for the twelve months ended December 31,
1996, increased $2,841 or 21.1 percent.  This was due primarily to the
acquisition of First American.  The acquisition had a slightly higher ratio of
general and administrative expenses to revenues than the Company had prior to
the acquisition.  In addition, the goodwill expense of $312 attributable to the
acquisition, for the period following the purchase on September 27, 1996, is
included in general and administrative expenses.  Excluding the impact of the
acquisition and the associated goodwill expense, the ratio of general and
administrative expenses to revenues improved slightly to 19.0 percent, from 20.1
percent for the twelve months ended December 31, 1996, compared to the same
period of 1995.

Interest income declined to $984 from $1,286 due to lower balances of cash and
investments.  The Company entered into a credit agreement during 1996 to
facilitate the acquisition of First American, resulting in interest expense of
$485.

Proforma operating results, net of taxes, of the discontinued general dental and
orthodontic practices for the twelve months ended December 31, 1996, reflect a
net income of $1,650 net of an after tax deferred loss of $621.  This compares
to a net after tax income of $353 for the same period in 1995.  The income
amount for 1996 included an after tax gain of $1,678 on the sale of four general
dental practices during 1996 as well as the cumulative effect, after taxes, of
the change in accounting principle which increased income by $824 and was
adopted as of January 1, 1996.  Net income increased due to the above factors.

1995 Versus 1994
----------------

Health care revenues increased as a result of sales to new small and mid-size
clients and increased revenue from the Company's indemnity insurance subsidiary.
Membership enrollment increased to 761,000 primarily from sales to new small and
mid-size group clients and an increase in the number of persons covered under
various dental indemnity insurance products offered by the Company's insurance
subsidiary.

Health care expense increased primarily due to increased capitation and
increased indemnity benefits paid to insureds directly related to increased
premium revenue.  Health care expense also increased due to increased claims and
claims reserve costs associated with the implementation of a number of new
indemnity benefit programs offered by the Company's indemnity insurance
subsidiary, geographic expansion, and to a lesser extent, the expansion of the
Company's Preferred Provider Organization operations.  General and
administrative expenses increased at a lower rate due to increased operating
efficiencies.  Selling expenses increased primarily due to higher costs in the
distribution of the Company's products through insurance related sources.

Pro forma operating income for the discontinued general dental practices and
orthodontic practices for the twelve months ended December 31, 1995, increased
due primarily to increases in revenues and more favorable costs related to the
increased revenues in the dental offices.

Other income increased due to the favorable disposition by the Company of
certain equity investments and dividend income.  Net income increased due to the
above factors.

General
-------

The Company's California dental plan contributes substantially to the Company's
operating earnings.  Additionally, in 1997, the dental plans in each state all
contributed positively towards operating earnings.  Management believes that
each state plan is capable of being profitable once targeted enrollment levels
are attained and stable provider panels are in place.  The Company's indemnity
insurance subsidiary also contributed positively towards operating earnings.

The Company's ability to attract clients is affected by revisions in employee
benefit programs, fluctuations in employment levels, increasing market
competition and other factors.  The Company's ability to increase revenues
depends on many factors, including existing and emerging competition.  There can
be no assurance that the Company's revenues will continue to increase.

Liquidity and Capital Resources
-------------------------------

The Company's capital and operational cash requirements have been met
principally from operating cash flows, and corporate borrowings, and this is
expected to continue.

                                       25
<PAGE>

At December 31, 1997 and December 31, 1996, the current ratio was 1.3 to 1.0 and
2.4 to 1.0, respectively.  The Company's net worth was $32.8 million, compared
to $35.2 million the previous year.  The Company had $12.9 million and $9.8
million of cash and short-term investments as of December 31, 1997 and December
31, 1996, respectively.  As a result of its regulated nature, the Company is
required to maintain various regulatory bank accounts in an aggregate amount of
approximately $9.0 million to satisfy depository requirements imposed by state
regulatory agencies.  Due to the significant cash and short-term investments
maintained by the Company, these requirements do not pose a significant
liquidity burden on the Company.  The Company believes that cash flow from
continuing operations, together with the existing cash and short-term
investments on hand and other available sources of financing, should be adequate
to meet operating capital and regulatory needs for the foreseeable future.

Credit Facilities
-----------------

In September 1996, the Company established a $30 million bank loan with a bank
which provided for a $22 million reducing revolving acquisition sub-facility and
an $8 million revolving working capital sub-facility.  This agreement was
terminated in September 1997.

On September 30, 1997, the Company completed a private placement of $32.5
million in long-term debt consisting of eight-year notes. The Company used the
proceeds to repay all of its long-term indebtedness and for general corporate
purposes.  The senior notes have a principal payment of $6.5 million due on
September 30, of each year starting in 2001, with the remaining principal of
$6.5 million due on September 30, 2005.  The interest rate for the loan is fixed
at 7.91 percent.  The notes are unsecured senior notes.  In connection with the
senior notes, the Company is subject to certain financial and operational debt
covenants.  As of December 31, 1997, the Company was in compliance, or has
obtained a waiver, with respect to these covenants.

On May 13, 1997, the Company announced that it had completed the acquisition of
Advantage Dental HealthPlans, Inc.  The Company financed part of the acquisition
through an unsecured $8.5 million promissory note with the seller.  The
promissory note, as amended, calls for a maturity date not later than April 2,
1998.  The interest rate for the note is the Prime Rate, which has averaged 8.5
percent during 1997.

On January 29, 1998, the Company entered into a $8,000,000 revolving working
capital credit facility with Silicon Valley Bank, all of which is currently
available.  The loan has a maturity date of January 28, 1999.  The interest rate
for the facility, as amended, was established at the bank's Prime rate, plus .25
percent or at the Company's option, LIBOR plus 2.25 percent.  The loan is
secured by a first priority security interest in all the personal property of
the Company, including accounts receivable, fixed assets and intangibles and a
negative pledge on the stock of the Company's subsidiaries and on the real
property owned by the Company.  In connection with the bank loan, the Company
will be subject to certain financial and operational debt covenants.

Impact of Inflation
-------------------

Management believes that the Company's operations are not materially affected by
inflation.  The Company believes that a majority of its costs are capitated or
fixed in nature and are directly related to membership levels, and therefore
related to premium levels.

Item 8.  Financial Statements and Supplementary Data

The Consolidated Financial Statements and the related Notes and Schedules
thereto filed as part of this 1997 Annual Report on Form 10-K are listed on the
accompanying Index to Financial Statements on page F-1.

Item 9.  Changes in and Disagreements with Independent Accountants on Accounting
and Financial Disclosure

During the two (2) most recent fiscal years, there have been no changes in the
Company's independent auditors or disagreements with such auditors on accounting
principles or practices or financial statement disclosures.

                                       26
<PAGE>

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant

Information required by Item 10 set forth in the table, the notes thereto and
the paragraphs thereunder, under the caption "Election of Directors" in the
Company's Proxy Statement for its Annual Meeting of Stockholders, set for May
29, 1998, is incorporated herein by reference.  Additional information related
to Item 10 appears in Part I (c) of this 1997 Annual Report on Form 10-K under
the caption "Directors and Executive Officers of the Registrant," which is
incorporated herein by reference.

Item 11.  Executive Compensation

The information required by Item 11 is incorporated by reference from the
section "Compensation of Executive Officers" in the Company's Proxy Statement
for its Annual Meeting of Stockholders, set for May 29, 1998.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The information required by Item 12 is incorporated by reference from the
section "Security Ownership of Management", and "Principal Stockholders" in the
Company's Proxy Statement for its Annual Meeting of Stockholders, set for May
29, 1998

Item 13.  Certain Relationships and Related Transactions

The information required by Item 13 is incorporated by reference from "Certain
Transactions" in the Company's Proxy Statement for its Annual Meeting of
Stockholders, set for May 29, 1998.

                                       27
<PAGE>

                                    PART IV

        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Item 14(a)(1)-(2)
   and (d).              Financial Statements and Financial Statement Schedule

The consolidated financial statements and financial statement schedule of
SafeGuard Health Enterprises, Inc. filed as part of this 1997 Annual Report on
Form 10-K are listed in the accompanying Index to Financial Statements on Page
F-1.

Item 14(a)(3) and (c).   Exhibits

An "Exhibit Index" has been filed as part of this 1997 Annual Report on Form 10-
K beginning on Page E-1.  All Exhibits are either attached hereto or are on
file with the Securities and Exchange Commission.

Item 14(b).              Reports on Form 8-K

Reports on Form 8-K concerning the acquisition of Advantage, and the Private
Placement of $32.5 Million of Eight Year Senior Notes, were filed with the
Securities and Exchange Commission on May 13, 1997 and October 7, 1997,
respectively.  The Reports on Form 8-K mentioned in this Item 14(b), are hereby
incorporated herein to this 1997 Annual Report on Form 10-K for the period ended
December 31, 1997, as is set forth in full herein.

________________________________________________________________________________

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anaheim,
State of California, on the 27th day of March, 1998.

                                    SAFEGUARD HEALTH ENTERPRISES, INC.

                                    STEVEN J. BAILEYS, D.D.S.
                                    -----------------------------
                                    STEVEN J. BAILEYS, D.D.S.,
                                    Chairman of the Board and
                                    Chief Executive Officer
                                    (Principal Executive Officer)

                                    THOMAS C. TEKULVE, C.P.A.
                                    -------------------------
                                    THOMAS C. TEKULVE, C.P.A.
                                    Vice President and
                                    Chief Financial Officer
                                    (Principal Accounting and Financial Officer)


                                       28
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

                               POWER OF ATTORNEY

We, the undersigned directors and officers of SafeGuard Health Enterprises,
Inc., and each of us, do hereby constitute and appoint Steven J. Baileys, D.D.S.
and/or Ronald I. Brendzel, as our true and lawful attorneys and/or agents, each
with power of substitution, to do any and all acts and things in our name and
behalf in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys and/or agents, or any one of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Exchange Act
of 1934, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this 1997 Annual Report
on Form 10-K, including specifically but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments hereto; and we do hereby ratify and confirm all that the said
attorneys and/or agents, or their substitute or substitutes, or any one of them,
shall do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
       Signature                                    Title                                    Date
<S>                                   <C>                                               <C>
STEVEN J. BAILEYS, D.D.S.             Chairman of the Board and                         March 27, 1998
-------------------------             Chief Executive Officer
STEVEN J. BAILEYS, D.D.S.


JOHN E. COX                           President, Chief Operating Officer                March 27, 1998
-------------------------             and Director
JOHN E. COX


RONALD I. BRENDZEL                    Senior Vice President, General Counsel,           March 27, 1998
-------------------------             Secretary and Director
RONALD I. BRENDZEL


MICHAEL M. MANN                       Director                                          March 27, 1998
-------------------------
MICHAEL M. MANN


WILLIAM E. MCKENNA                    Director                                          March 27, 1998
-------------------------
WILLIAM E. MCKENNA

GEORGE H. STEVENS                     Director                                          March 27, 1998
-------------------------
GEORGE H. STEVENS


BRADFORD M. BOYD, D.D.S.              Director                                          March 27, 1998
-------------------------
BRADFORD M. BOYD, D.D.S.
</TABLE>

                                       29
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
            NUMBER
EXHIBIT       OF
NUMBER     COLUMNS     DESCRIPTION                                                           [RESTATED] TAG
-------    -------     -----------                                                           --------------
 <C>       <C>         <S>                                                                   <C>
   2.1       One       Plans of Acquisition/8/
   3.1       One       Articles of Incorporation/4/
   3.2       One       Bylaws/4/
  10.1       One       1984 Stock Option Plan/3/
  10.2       One       Stock Option Plan Amendment/1/
  10.3       One       Stock Option Plan Amendment/5/
  10.4       One       Stock Option Plan Amendment/6/
  10.5       One       Amended Stock Option Plan/10/
  10.6       One       Corporation Grant Deed, dated December 21, 1984, relating to a
                       property located at 505 North Euclid Avenue, Anaheim, California/2/
  10.7       One       Employment Agreement, as Amended, dated May 25, 1995, between
                       Steven J. Baileys, D.D.S. and the Company./7/
  10.8       One       Employment Agreement, as Amended, dated May 25, 1995, between
                       Ronald I. Brendzel and the Company./7/
  10.9       One       Employment Agreement dated May 25, 1995, between John E. Cox
                       and the Company./7/
                       Employment Agreement dated May 25, 1995, between Wayne K. Butts
                       and the Company./7/
  10.10      One       Form of Rights Agreement, dated as of March 22, 1996, between
                       the Company and American Stock Transfer and Trust Company, as
                       Rights Agent./7/
  10.11      One       Employment Agreement dated January 5, 1997, between Herb J.
                       Kaufman, D.D.S. and the Company./10/
  10.12      One       Credit Agreement dated September 25, 1996, between Bank of
                       America National Trust and Savings Association and the Company./9/
  10.13      One       Stock Purchase Agreement between Consumers Life Insurance
                       Company and SafeGuard Health Enterprises, Inc. dated March 6, 1997/11/
  10.14      One       Purchase Agreement between Associated Dental Services, Inc. and
                       Guards Dental, Inc. dated August 1, 1997/11/
  10.15      One       Purchase agreement between Pacific Coast Dental, Inc. and
                       Guards Dental, Inc. dated August 1, 1997/11/
  10.16      One       Form of Note Purchase Agreement dated as of September 30, 1997,
                       and form of Promissory Note/12/
  21.1       One       Subsidiaries of the Company
  23.1       One       Independent Auditor's Consent
  24.1       One       Power of Attorney (Reference is made to Page 29  of the Report)
  27.1       One       Financial Data Schedule
</TABLE>

----------------------
/1/  Incorporated by reference herein to the exhibit of the same number filed as
     an exhibit to the Company's Registration Statement on Form S-1 filed on
     September 12, 1983 (File No. 2-86472).
/2/  Incorporated by reference herein to the exhibit of the same number filed as
     an exhibit to the Company's Registration Statement on Form S-1 filed on
     August 22, 1985 (File No. 2-99663).
/3/  Incorporated by reference herein to the exhibit of the same number filed as
     an exhibit to the Company's Registration Statement on Form S-1 filed on
     July 3, 1984 (File No. 2-92013).
/4/  Incorporated by reference herein to the exhibit of the same number filed as
     an exhibit to the Company's Annual Report of Form 10-K for the period ended
     December 31, 1987.
/5/  Incorporated by reference herein to the exhibit of the same number filed as
     an exhibit to the Company's Annual Report of Form 10-K for the period ended
     December 31, 1989.
/6/  Incorporated by reference herein to the exhibit of the same number filed as
     an exhibit to the Company's Annual Report of Form 10-K for the period ended
     December 31, 1992.
/7/  Incorporated by reference herein to the exhibit of the same number filed as
     an exhibit to the Company's Annual Report of Form 10-K for the period ended
     December 31, 1995.
/8/  Incorporated by reference herein to Exhibit D filed as an exhibit to the
     Company's Report on Form 8-K dated September 27, 1996.
/9/  Incorporated by reference herein to Exhibit E filed as an exhibit to the
     Company's Report on Form 8-K dated September 27, 1996.
/10/ Incorporated by reference herein to the exhibit of the same number filed as
     an exhibit to the Company's Annual Report on Form 10-K for the period ended
     December 31, 1996.
/11/ Incorporated by reference to the exhibit of the same number filed as an
     exhibit to the Company's quarterly statement on Form 10-Q for the period
     ended June 30, 1997.
/12/ Incorporated by reference herein to Exhibit 99.1 filed as an exhibit to the
     Company's Report on Form 8-K dated October 7, 1997.

                                      E-1

                                       30

<PAGE>

                      SAFEGUARD HEALTH ENTERPRISES, INC.
                               AND SUBSIDIARIES
                         INDEX TO FINANCIAL STATEMENTS

                                                                   Page
                                                                   ----

Independent Auditors' Report........................................F-2


Financial Statements

     Consolidated Statements of Financial Position..................F-3

     Consolidated Statements of Operations..........................F-4

     Consolidated Statements of Stockholders' Equity................F-5

     Consolidated Statements of Cash Flows..........................F-6

     Notes to Consolidated Financial Statements................ F-7 to F-21

Financial Statement Schedule

     Schedule II - Valuation and Qualifying Accounts................F-22




All other schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or notes thereto.



                                      F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Shareholders of
 SafeGuard Health Enterprises, Inc.:

We have audited the accompanying consolidated statements of financial position
of SafeGuard Health Enterprises, Inc. and subsidiaries (the Company) as of
December 31, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 1997. Our audits also included the financial
statement schedule, listed in the Index at Item 14. These financial statements
and financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of SafeGuard Health Enterprises, Inc.
and subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedule, when considered in
relation to the consolidated financial statements taken as a whole, presents
fairly, in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Company in
1996 changed its method of accounting for recognizing revenue relating to
providing orthodontic health care services.


DELOITTE & TOUCHE LLP


Costa Mesa, California
March 27, 1998



                                      F-2
<PAGE>

                      SAFEGUARD HEALTH ENTERPRISES, INC.
                               AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                    ($000's omitted, except for share data)
<TABLE>
<CAPTION>
December 31,                                                                                 1997                 1996
-------------------------------------------------------------------------------------------------------------------------

ASSETS

Current assets:
<S>                                                                               <C>                  <C>
   Cash                                                                                    $  3,652              $    706
   Investments available for sale, at estimated fair value                                    5,557                 6,420
   Investments held to maturity, at amortized cost                                            3,697                 2,681
   Accounts and notes receivable, net of
      allowances of $1,061 in 1997 and $531 in 1996                                           7,227                 3,729
   Income taxes receivable                                                                      132                    44
   Prepaid expenses and other current assets                                                  1,029                   730
   Deferred income taxes                                                                      1,047                   165
   Net assets of discontinued operations                                                      4,062                13,147
                                                                                           --------              --------
              Total current assets                                                           26,403                27,622
                                                                                           --------              --------

   Property and equipment, net                                                                9,351                 7,970
   Investments held to maturity, at amortized cost                                            5,656                 3,631
   Notes receivable  long-term, net of allowances of $3,595
     in 1997 and $0 in 1996                                                                  12,327                 3,125
   Other assets                                                                                 247                   231
   Goodwill, net of accumulated amortization of $815 in 1997 and $134 in 1996                29,556                21,786
   Intangibles and covenant not to compete, net of accumulated
      amortization of $2,297 in 1997 and $1,431 in 1996                                       4,978                 3,751
                                                                                           --------              --------
                                                                                           $ 88,518              $ 68,116
                                                                                           ========              ========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Short-term note payable                                                                 $  8,500              $  2,000
   Current portion of note payable                                                            1,692                 1,192
   Accounts payable and accrued expenses                                                      5,193                 4,759
   Reserves for incurred but not reported claims                                              3,631                 3,130
   Deferred revenue                                                                           1,177                   552
                                                                                           --------              --------
             Total current liabilities                                                       20,193                11,633
                                                                                           --------              --------

   Long-term debt                                                                            32,500                17,000
   Note payable                                                                               1,394                 2,086
   Deferred income taxes                                                                      1,289                 1,784
   Accrued compensation agreement                                                               383                   413

   Commitments and contingencies (Notes 6 and 10)

   Stockholders' equity:
    Preferred stock - $.01 par value; 1,000,000 shares
       authorized; no shares issued or outstanding                                                -                     -
    Common stock - $.01 par value; 30,000,000 shares authorized;
       4,747,000 in 1997 and 4,717,000 in 1996 shares issued and outstanding,
       stated at                                                                             21,509                21,255
   Retained earnings                                                                         29,816                32,165
   Net unrealized loss on investments available for sale, net of deferred taxes                (443)                  (97)
   Treasury stock, at cost                                                                  (18,123)              (18,123)
               Total stockholders' equity                                                    32,759                35,200
                                                                                           --------              --------
                                                                                           $ 88,518              $ 68,116
                                                                                           ========              ========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    ($000's omitted, except per share data)

<TABLE>
<CAPTION>
Year ended December 31,                                                        1997            1996                1995
---------------------------------------------------------------------------------------------------------------------------

<S>                                                                 <C>                 <C>                 <C>
Health care revenues                                                         $95,350             $72,709            $60,736

Expenses:
  Health care services                                                        65,702              54,534             45,285
  Selling, general and administrative                                         25,103              16,292             13,451
                                                                             -------             -------            -------
               Total expenses                                                 90,805              70,826             58,736
                                                                             -------             -------            -------

Operating income                                                               4,545               1,883              2,000
Other income                                                                   1,632                 984              1,286
Interest expense                                                              (2,871)               (485)                 -
                                                                             -------             -------            -------

Income from continuing operations before provision for income
    taxes, cumulative effect and discontinued operations                       3,306               2,382              3,286
Provision for income taxes                                                     1,495                 980              1,251
                                                                             -------             -------            -------

Income from continuing operations before discontinued
   operations                                                                  1,811               1,402              2,035

Discontinued operations:
  Income (loss) from operations to be disposed of (net of income
    tax benefit of $2,267 in 1997, $616 in 1996 and expense of
    $195 in 1995 and net of after tax deferred loss of $621 in                (3,555)               (852)               353
     1996)
  Income (loss) on disposal of dental practices (net of income tax
    benefit of $367 in 1997 and income tax expense of $1,088 in 1996)           (605)              1,678                  -
  Cumulative effect of change in accounting principle-
    orthodontic operations, net of tax of $536 in 1996                             -                 824                  -
                                                                             -------             -------            -------
  Gain (loss) from discontinued operations                                    (4,160)              1,650                353
                                                                             -------             -------            -------

                       Net income (loss)                                     $(2,349)            $ 3,052            $ 2,388
                                                                             =======             =======            =======


Basic earnings (loss) per share:
  Income from continuing operations before discontinued
      operations                                                             $  0.38             $  0.30            $  0.45
  Income (loss) from discontinued operations                                   (0.88)               0.17               0.08
  Cumulative effect of change in accounting principle                              -                0.17                  -
                                                                             -------             -------            -------
                       Net income (loss)                                     $ (0.50)            $  0.65            $  0.53
                                                                             =======             =======            =======

Diluted earnings per share:
  Income from continuing operations before discontinued
      operations                                                             $  0.37             $  0.28            $  0.43
  Income (loss) from discontinued operations                                   (0.85)               0.17               0.07
  Cumulative effect of change in accounting principle                              -                0.17                  -
                                                                             -------             -------            -------
                       Net income (loss)                                     $ (0.48)            $  0.62            $  0.51
                                                                             =======             =======            =======

</TABLE>



          See accompanying Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                ($000's omitted)

<TABLE>
<CAPTION>
                                                                                                  Net
                                                                                                  Unrealized
                                                                                                  Gain (loss)
                                                                                                  on Investment
                                       Number of Shares                                           Securities
                                       ----------------         Common    Retained    Treasury    Available
                                    Common          Treasury    Stock     Earnings    Stock       For Sale       Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                       <C>        <C>         <C>         <C>             <C>
January 1, 1995                     7,739            (3,274)    $19,212    $26,725    $(18,123)      $  (345)     $27,469
 Net income                                                                  2,388                                  2,388
 Exercise of stock options
  (includes $595 tax benefits)        240                         1,880                                             1,880
 Net unrealized gain on
  investment securities
  available for sale, net of tax                                                                         192          192
                                    -----            -------    -------    -------    ---------      -------      -------

December 31, 1995                   7,979            (3,274)     21,092     29,113     (18,123)         (153)      31,929
 Net income                                                                  3,052                                  3,052
 Exercise of stock options
  (includes $33 tax benefits)          12                           163                                               163
 Net unrealized gain on
  investment securities
  available for sale, net of tax                                                                          56           56
                                    -----            -------    -------    -------    ---------      -------      -------

December 31, 1996                   7,991            (3,274)     21,255     32,165     (18,123)          (97)      35,200
 Net (loss)                                                                 (2,349)                                (2,349)
 Exercise of stock options
  (includes $121 tax benefits)         31                           254                                               254
 Net unrealized loss on
  investment securities
  available for sale, net of tax                                                                        (346)        (346)
                                    -----            -------    -------    -------    ---------      -------      -------

December 31, 1997                   8,022            (3,274)    $21,509    $29,816    $(18,123)        $(443)     $32,759
                                   ======            =======    =======    =======    =========      =======      =======
</TABLE>



          See accompanying Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($000's omitted)
<TABLE>
<CAPTION>
Year ended December 31,                                                        1997        1996        1995
-------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                                          <C>         <C>         <C>
  Net (loss) income                                                          $ (2,349)   $  3,052    $  2,388
  Adjustments to reconcile net (loss) income to net cash (used in)
    provided by operating activities:
     Loss from discontinued operations                                          6,794       4,719       1,334
     Gain on disposal of discontinued dental practices                         (2,577)     (2,766)          -
     Gain on sale of property and equipment                                         -          (7)        (23)
     Depreciation and amortization                                              2,284       2,350       1,602
     Deferred income taxes                                                     (1,256)      1,408         178
     Changes in operating assets and liabilities, net of effects
        of acquisitions:
         Accounts and current notes receivable, net                              (351)     (1,478)       (320)
         Income taxes receivable                                                  (88)         34         805
         Prepaid expenses and other current assets                               (299)       (419)         40
         Accounts payable and accrued expenses                                    234        (111)      1,717
         Deferred revenue                                                         625         357         (33)
         Reserves for incurred but not reported claims                            801       1,067       1,214
                                                                             --------    --------    --------
             Net cash provided by continuing operations                         3,818       8,206       8,902
             Net cash used in discontinued operations                          (5,183)     (7,336)     (3,364)
                                                                             --------    --------    --------
             Net cash (used in) provided by operating activities               (1,365)        870       5,538
                                                                             --------    --------    --------
Cash flows from investing activities:
  Purchase of investments available for sale                                   (9,386)    (14,218)    (11,913)
  Proceeds from sales/maturity of investments available for sale                9,903      21,892       2,965
  Purchase of investments held to maturity                                     (8,104)     (5,977)     (2,680)
  Proceeds from maturity of investments held to maturity                        5,063       3,940       8,174
  Purchases of property and equipment                                          (2,118)     (3,029)     (1,270)
  Proceeds from sale of property and equipment                                      -           7          33
  Cash paid for business acquired, net of cash acquired                        (1,203)    (20,320)          -
  Additions to intangibles and other assets                                    (2,109)       (127)          -
                                                                             --------    --------    --------
              Net cash used in investing activities-continuing operations      (8,035)    (17,832)     (4,691)
              Net cash used in discontinued operations                           (684)     (1,670)     (2,129)
                                                                             --------    --------    --------
              Net cash used in investing activities                            (8,719)    (19,502)     (6,820)
                                                                             --------    --------    --------
Cash flows from financing activities:
  Payments received on notes receivable                                            38           -           -
  Proceeds from long-term debt                                                 40,500      19,000           -
  Proceeds from exercise of stock options                                         133         130       1,285
  Payments on accrued compensation agreement                                      (30)
  Payments on bank debt                                                       (27,000)
  Payments on notes payable                                                      (692)       (298)          -
                                                                             --------    --------    --------
              Net cash provided by financing activities                        12,949      18,832       1,285
                                                                             --------    --------    --------
Net increase in cash                                                            2,865         200           3
Cash at beginning of year                                                         706         506         503
                                                                             --------    --------    --------
Cash at end of year                                                          $  3,652    $    706    $    506
                                                                             ========    ========    ========
Supplemental disclosure of non-cash activities:
  Tax benefit from exercise of stock options                                 $    121    $     33    $    595
  Conversion of debt securities to equity securities                         $      -    $      -    $    348

Supplementary information:
  Cash paid during the year for:
             Interest                                                        $  2,872    $    485    $      -
             Income taxes                                                    $      -    $    619    $    586

Purchase of businesses acquired (Notes 1 and 3):
  Fair value of assets acquired                                              $ 17,342    $ 25,697    $      -
  Less: cash acquired                                                          (5,455)       (201)          -
  Less: note payable issued                                                    (9,500)     (3,576)          -
  Less: liabilities assumed                                                    (1,184)     (1,600)          -
                                                                             --------    --------    --------
  Cash paid for business acquired                                            $  1,203    $ 20,320    $
                                                                             ========    ========    ========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.
                                      F-6
<PAGE>

                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:    Organization and Significant Accounting Policies
-----------------------------------------------------------

SafeGuard Health Enterprises, Inc., a Delaware corporation (the "Company"), is a
holding company that manages what is, collectively, one of the largest publicly-
traded managed care dental plans in the United States.  Operations are conducted
through wholly-owned subsidiaries in twenty-seven states and the District of
Columbia.  The Company was founded as a non-profit entity in California in 1974,
and converted to a for-profit entity at the end of 1982.  Since then, the
Company has expanded its operations into Arizona, Colorado, Illinois, Kansas,
Kentucky, Missouri, Nevada, Ohio, Oklahoma, Oregon, Texas and Utah.  In 1992,
the Company acquired a California-based indemnity insurance company licensed to
transact insurance business and currently holds a certificate of authority in
the states of Arizona, California, Colorado, Illinois, Kansas, Maryland,
Missouri, Nevada, Ohio, Oregon, Texas, Utah and Wisconsin.  In 1996, the Company
acquired a Texas-based managed dental care company and in 1997 the company
acquired a Florida based managed dental care.  In 1997, the Company acquired
Consumers Life Insurance Company of North Carolina, renamed SafeHealth Life
Insurance Company, Inc., and redomesticated it to Texas.  That company is
licensed in the states of Alabama, Arizona, Arkansas, Delaware, Florida,
Georgia, Indiana, Kentucky, Louisiana, Mississippi, North Carolina, Oklahoma,
South Carolina, Tennessee, Texas and Virginia.

The Company provides managed care and indemnity dental benefits for
approximately 1,165,000 members, through a panel of independent primary care
dental offices and specialists, and a Preferred Provider Organization panel.  At
December 31, 1997, the Company also operated 35 orthodontic dental offices in
California under the name Guards Dental, Inc.  The orthodontic practices are
part of the Company's panel of dental providers and offer orthodontic dental
services to plan members and non-plan patients.   It is expected that the
Company will sell the orthodontic practices in 1998 (See Note 2: Discontinued
Operations).

Basis of Consolidation
----------------------

The consolidated financial statements include all the accounts of the Company
and its subsidiaries.  Significant intercompany accounts and transactions have
been eliminated in consolidation.

Revenue and Cost Recognition
----------------------------

Premiums collected for health care revenues are recognized in the period for
which the member is entitled to service.  Related costs for health care services
are expensed in the period the Company provides such service.

Investments
-----------

In accordance with Statement of Financial Accounting Standards No. 115 ("FAS
115"), Accounting for Certain Investments in Debt and Equity Securities, the
Company has classified its investment portfolio into "available for sale" and
"held to maturity" categories.  Investments classified as available-for-sale are
carried at fair value and unrealized gains or losses, net of applicable income
taxes, are reported in a separate caption of stockholders' equity.  Investments
classified as held to maturity are carried at amortized cost.  At December 31,
1997, the Company recorded net unrealized losses of $567,000 and decreased
stockholders' equity by $346,000 (net unrealized losses, less deferred income
taxes of $221,000).

Investments consist principally of variable rate interest-bearing tax-exempt
investments, taxable bonds, equity securities, treasury bills and notes, and
certificates of deposit with original maturities greater than three months.  The
adjusted cost of specific securities sold is used to compute the gain or loss on
sale of investments.

Fair Value of Financial Instruments
-----------------------------------

The Company's balance sheet includes the following financial instruments:  cash,
accounts and notes receivable, accounts payable and long-term debt.  The Company
considers the carrying amounts in the financial statements to approximate the
fair value for these financial instruments because of the relatively short
period of time between origination of the instruments and their expected
realization for current items and the yields on long-term notes reflect
estimated current market yields.  The fair value of the Company's long-term debt
approximated its carrying value.

                                      F-7
<PAGE>

Property and Equipment
----------------------

Property and equipment are recorded at cost.  Depreciation and amortization are
calculated using the straight-line method over the estimated useful lives of the
respective property and equipment as follows: buildings - 30 years; leasehold
and building improvements - 5 to 25 years; furniture, fixtures, dental equipment
and other equipment - 3 to 10 years.  Expenditures for maintenance and repairs
are expensed as incurred, while major improvements which extend the estimated
useful life of an asset are capitalized.  Upon the sale or other retirement of
assets, the accounts are relieved of the cost and related accumulated
depreciation and amortization, and any resultant gain or loss is recognized.

Intangibles
-----------

In March 1995, the FASB issued Statement of Financial Accounting Standards No.
121 ("FAS 121"), Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, which became effective for fiscal years
beginning after December 15, 1995.  FAS 121 requires impairment losses to be
recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover the assets' carrying amount.  The impairment loss is measured by
comparing the fair value of the assets to their carrying amount.  The statement
also requires that assets to be disposed of should be written down to fair
value, less selling costs.  The Company adopted this statement in fiscal year
1996 as required, and its adoption did not have a significant effect on the
Company's financial position or results of operations.

License acquisition costs associated with the purchase of an indemnity insurance
company in October 1992 and another in August 1997 are amortized over a 20 year
period.  Goodwill related to the acquisition of First American Dental Benefits,
Inc. ("First American") in September 1996 and Advantage Dental HealthPlans
("Advantage") in May 1997 is being amortized over a period of 40 years.  The
covenant not to compete related to the acquisition of First American and
Advantage are being amortized over a 5 year period.  The Company periodically
evaluates whether events and circumstances have occurred which may affect the
estimated useful lives or the recoverability of the remaining balance of its
intangibles.  At December 31, 1997, the Company's management believed that no
material impairment of goodwill or other intangible assets existed.

Income Taxes
------------

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109 ("FAS 109"), Accounting for Income Taxes.
This statement requires the recognition of deferred tax assets and liabilities
for the future consequences of events that have been recognized in the Company's
financial statements or tax returns.  The measurement of the deferred items is
based on enacted tax laws.  In the event the future consequences of differences
between financial reporting basis and the tax basis of the Company's assets and
liabilities result in a deferred tax asset, FAS 109 requires an evaluation of
the probability of being able to realize the future benefits indicated by such
asset.  A valuation allowance related to a deferred tax asset is recorded when
it is more likely than not that some portion or all of the deferred tax asset
will not be realized.

401(k) Plan
-----------

The Company maintains a 401(k) plan which allows for a pre-tax contribution from
an employee's earnings.  Employees are eligible to participate in the 401(k)
plan upon completion of six months of service with the Company.  Under the
401(k) plan, an employee may defer up to 15 percent of his or her gross
compensation each pay period and the Company may, at its option, make an
additional discretionary contribution to be allocated among employees in the
plan in proportion to the compensation deferred.  Employees are 100 percent
vested in their interest in the 401(k) plan at all times.  The Company also
maintains a pre-tax medical insurance option within the meaning of Section 125
of the Internal Revenue Code for its employees insuring dependents.

Use of Estimates in Preparation of Financial Statements
-------------------------------------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                                      F-8
<PAGE>

Net Income Per Share
--------------------

Earnings per share have been restated to conform with the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Basic
earnings per share excludes the effect of all potentially dilutive securities.
Diluted earnings per share includes the effect of all potentially dilutive
common securities (see Notes 9 and 13 of the Notes to Consolidated Financial
Statements). For each of the quarters of the years ended December 31, 1997 and
1996, the current presentation of diluted earnings per share is identical to the
Company's former presentation of primary earnings per share. The potentially
dilutive securities were excluded from the calculation of diluted loss per share
for the fourth quarter of 1997 because they were anti-dilutive.

The weighted average number of basic and dilutive shares outstanding for the
years ended December 31, were as follows:

                       1997       1996        1995
                      -----      -----       -----
     Basic            4,723      4,711       4,523
     Dilutive         4,899      4,940       4,725


Regulatory Requirements and Restricted Deposits
-----------------------------------------------

Pursuant to various state regulations, certain of the Company's subsidiaries are
required to hold restricted deposits.  As of December 31, 1997 and December 31,
1996, the Company held restricted deposits of $9.0 million and $6.3 million,
respectively.  Additionally, the Company is required to maintain minimum capital
and surplus balances.  As of December 31, 1997 and December 31, 1996, these
subsidiaries were in compliance with all regulatory requirements.

Reclassifications
-----------------

Certain amounts have been reclassified in prior years to conform with the
financial statement presentation for the year ended December 31, 1997.

Stock Options
-------------

In October 1995, the Financial Accounting Standards Board issued SFAS No. 123,
Accounting for Stock-Based Compensation, which requires adoption of the
disclosure provisions no later than years beginning after December 15, 1995, and
adoption of the recognition and measurement provisions for non-employee
transactions no later than after December 15, 1995.  The new standard defines a
fair value method of accounting for stock options and other equity instruments.
Under the fair value method, compensation cost is measured at the grant date
based on the fair value of the award and is recognized over the service period
which is usually the vesting period.

Pursuant to the new accounting standard, companies are encouraged, but are not
required, to adopt the fair value method of accounting for employee stock-based
transactions.  Companies are also permitted to continue to account for such
transactions under Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, but are required to disclose in a note to the
financial statements pro forma net income and earnings per share as if the
company had applied the new method of accounting.  The Company has determined
that it will not change to the fair value method and will continue to use
Accounting Principles Board Opinion No. 25 for measurement and recognition of
employee stock-based transaction. (See Note 9 of the Consolidated Financial
Statements).

Recent Accounting Pronouncements
--------------------------------

In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128 ("FAS 128"), Earnings Per Share, which becomes effective for fiscal
years ending after December 15, 1997.  FAS 128 specifies the computation,
presentation and disclosure requirements for earnings per share, and its
objective is to simplify the computation of earnings per share, and to make the
U. S. standard for computing earnings per share more compatible with the
standards of other countries.  The statement requires that all prior period
earnings per share data presented shall be restated.  The Company adopted FAS
128 in fiscal year 1997 as required, and its adoption did not have a significant
effect on the Company's financial position or results of operations.

In June 1997, FASB issued Statement of Financial Accounting Standards No. 130
("FAS 130"), Reporting Comprehensive Income, which becomes effective for fiscal
years ending after December 15, 1997.  FAS 130 requires that all components of
comprehensive income be displayed with the same prominence as other financial
statements.
                                      F-9
<PAGE>

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
131 ("FAS 131"), Disclosure About Segments of an Enterprise and Related
Information, which becomes effective for fiscal years ending after December 15,
1997.  FAS 131 requires that future financial statements contain disclosures
about products and services, geographic areas and major customers related to its
reportable operating segments.

The Company anticipates the adoption of FAS 130 and 131 will not have a
significant effect on the Company's financial position or results of operations.

Note 2:  Discontinued Operations
--------------------------------

General Dental Practices
------------------------

On October 21, 1996, the Company implemented a strategic plan to sell all of the
general dental practices owned by the Company. Four of the general dental
practices were sold during 1996, the remaining were sold during 1997. One of the
general dental practices that was sold during the third quarter of 1996, was
sold to Islas Professional Dental Corporation, a California corporation ("Islas
Corporation"). Steven J. Baileys, D.D.S., an Officer and Director of the
Company, is an owner of Islas Corporation. The sale of such general dental
practice to Islas Corporation was unanimously approved by the Independent
Members of the Board of Directors of the Company, after a review by such
Independent Directors found the transaction to be fair to all parties involved.

The assets of the general dental practices sold, pursuant to the Company's plan,
consisted primarily of accounts receivable, supply inventories, equipment and
leasehold improvements.  Each general dental practice sold could enter into a
contract with the Company's practice management subsidiary, whereby the Company
would provide certain services to support the dentists in the operation of their
practices, including administrative support.  The Company expects to terminate
these agreements in 1998.

The Company projected a gain on the disposal of the discontinued operations that
offset the operating losses of the dental practices during the phase-out period
ended September 30, 1997. In the fourth quarter 1997, the Company recorded a
pretax charge of $8.5 million related to discontinued operations for both dental
and orthodontic practices. This charge included reserves for under-performing
notes and receivables ($5.6 million), litigation costs ($0.7 million) and other
transition costs ($2.2 million).

In 1996, year to date operating losses for discontinued dental operations prior
to the measurement date of October 21, 1996, were $2.3 million net of a tax
benefit of $1.5 million. The operating losses subsequent to the measurement date
in 1996 were recognized in the consolidated statements of income up to the
amount of the net gain on disposal of the discontinued dental practices which
was $550,000 net of taxes as of December 31, 1996. The remaining losses of
$621,000, net of taxes for December 31, 1996, were deferred as an asset until
the completion of the sale of all the dental practices as of September 30, 1997.
The income statement for prior years has been restated and operating results of
the dental and orthodontic practices are also shown as discontinued operations.

Net revenue generated by the discontinued dental practices for the twelve months
ended December 31, 1997 and 1996, were $4.59 million and $18.57 million,
respectively. These amounts are not included in revenue in the accompanying
statements of operations.

Orthodontic Practices
---------------------

On February 26, 1998, the Company announced the discontinuance of its
orthodontic practices.  On March 16, 1998, the Company announced it had signed a
letter of intent to sell the practices (see Note 14 of the Notes to Consolidated
Financial Statements).  The assets of the orthodontic practices to be sold,
pursuant to the Company's plan, consist primarily of accounts receivable, supply
inventory and dental equipment.

The Company projects a gain on the disposal of the discontinued orthodontic
practices. The operating results of the orthodontic practices for the twelve
months ended December 31, 1997 and 1996, are included in the accompanying
consolidated operations statement under the term "Discontinued Operations".

                                      F-10
<PAGE>

Net revenue generated by the discontinued orthodontic practices for the twelve
months ended December 31, 1997 and 1996, were $8.16 million and $8.28 million,
respectively. These amounts are not included in revenue in the accompanying
statements of operations.

Assets of the discontinued general dental and orthodontic practices to be
disposed of, shown at their net book value (in $000's), consisted of the
following:

<TABLE>
<CAPTION>

                                                                 December 31, 1997      December 31, 1996
                                                                 -----------------      -----------------
<S>                                                              <C>                    <C>
Accounts receivable, net                                              $ 1,896                  $ 3,462
Supplies inventory                                                        270                      639
Leasehold improvements and equipment, net                               2,478                    7,571
Deferred operating loss of discontinued operations, net                     -                    1,036
Other                                                                     168                      439
Legal reserves                                                           (750)                       -
                                                                       ------                  -------
                                                                       $4,062                  $13,147
                                                                       ======                  =======
</TABLE>

Net assets to be disposed of, at their book values, have been separately
classified in the accompanying consolidated balance sheet at December 31, 1997
and 1996.  The prior year balance sheet has been restated to conform with the
current year's presentation.

On January 1, 1996, the Company changed its method of recognizing revenues
relating to providing orthodontic health care services to the proportional
performance method.  This change in method of revenue recognition resulted in
orthodontic practice revenues being recognized based on the ratio of costs
incurred to total estimated costs, which better matches revenues and expenses
over the life of an orthodontic contract.  Previously, the Company recognized
revenue on a contracted basis.  The Company believes this method provided for a
better matching of expenses to revenues over the life of each individual
orthodontic contract.  As a result, the Company recorded a total earned but
unbilled receivable of approximately $1.9 million in 1997 and $2.6 million in
1996, which is the accounts receivable balance shown above.  Of the $2.6 million
in 1996, $1.35 million represented cumulative effect, ($824,000 net of taxes, or
$.17 per share) as of January 1, 1996.

Note 3:   Business Acquisitions
-------------------------------

Effective September 27, 1996, the Company completed the acquisition of all of
the outstanding shares of First American, a privately-held managed dental care
company based in Dallas, Texas, and a related marketing entity, for a total
consideration of $23.6 million, plus assumed liabilities of $1.6 million,
acquisition costs of $0.3 million and acquired cash of $0.2 million.  Of the
purchase price, $20 million was paid at closing (which included a $1 million
holdback account) and the Company is obligated to pay an aggregate sum of $3.6
million over three years to satisfy certain payment obligations pursuant to non-
competition agreements entered into  between the Company and the former
owners of First American.  The Company financed the acquisition of First
American through a credit agreement with the Bank of America.  First American
provides managed dental care services through a network of approximately 1,100
dental care providers to approximately 175,000 members in Texas.  The
acquisition of First American was accounted for using the purchase method of
accounting with the results of operations of the businesses acquired included
from the effective date of the acquisition.  The acquisition resulted in excess
cost over fair market value of net assets acquired of $21.5 million.  The
acquisition is included as part of the Company's consolidated financial
statements, subsequent to September 27, 1996.

Effective May 9, 1997 the Company completed the acquisition of all of the
outstanding shares of Advantage, a privately held managed dental care company
based in Fort Lauderdale, Florida for a total consideration of $10 million plus
assumed liabilities of $2.3 million, acquisition costs of $1 million and
acquired cash of $0.8 million.  Of the purchase price, cash was paid at closing
consisting of a $0.5 million holdback account and the Company is obligated to
pay an aggregate sum of $1 million over two years to satisfy certain payment
obligations pursuant to a non-competition agreement entered into between the
Company and the former owner of Advantage.  The Company financed the acquisition
of Advantage through a note from the seller for $8.5 million which has a due
date, with extensions, of April 2, 1998.  Advantage provides managed dental care
services through a network of approximately 800 dental care providers to
approximately 125,000 members in Florida, Missouri and several other
southeastern states.  The acquisition of Advantage was accounted for using the
purchase method of accounting with the results of operations of the  businesses
acquired included from the effective date of the acquisition.  The acquisition
resulted in excess cost over

                                      F-11
<PAGE>

fair market value of net assets acquired of $9.2 million.  The acquisition is
included as part of the Company's consolidated financial statements, subsequent
to May 9, 1997.

Effective August 1997, the Company completed the acquisition of all of the
outstanding shares of Consumers Life Insurance of North Carolina, a privately
held dental indemnity insurance company with licenses in sixteen states. The
Company purchased the licenses and obtained all the statutory deposits held on
behalf of Consumers for a cash payment of $3.2 million and capitalized Consumers
with total capital and surplus of $5 million.  The acquisition of Consumers was
accounted for using the purchase method of accounting with the results of
operations of the businesses acquired included from the effective date of the
acquisition. The acquisition is included as part of the Company's consolidated
financial statements, subsequent to August 1998.

Unaudited pro forma results (in $000's) of operations of the Company for the
twelve months ended December 31, 1997 and December 31, 1996, are included below.
Such pro forma presentation has been prepared assuming that the acquisitions had
occurred as of January 1, of each period.

<TABLE>
<CAPTION>
                                                                                                 1997            1996
                                                                                                 ----            ----
<S>                                                                                            <C>             <C>
Revenues                                                                                       $97,808         $77,990
Net income before cumulative effect and discontinued operations                                  1,879           1,705
Net income before cumulative effect and discontinued operations per diluted common share       $  0.38         $  0.35
Net income (loss) per diluted common share                                                     $ (0.47)        $  0.68
</TABLE>

The pro forma results include, (1) the historical accounts of the Company and of
the acquired businesses; (2) and pro forma adjustments, as may be required,
including the amortization of the excess purchase price over the fair value of
the net assets acquired, the amortization for the non-compete agreements entered
into between the Company and the former owners of First American and Advantage,
interest on related debt, and the applicable income tax effects of these
adjustments. The pro forma results for the year ended December 31, 1996, include
the effect of adjustments recorded subsequent to the purchase of First American
by the Company. Substantially all of the adjustments were one-time in nature.
Such adjustments will be applied to the applicable holdback funds maintained by
the Company in connection with this acquisition. The pro forma results of
operations are not necessarily indicative of actual results which may have
occurred had the operations of the acquired companies been combined in prior
years.

Note 4:  Composition of Certain Balance Sheet Accounts
------------------------------------------------------

Investments
-----------

The following table summarizes the Company's investments as of December 31, 1997
(in $000's).  The estimated fair value of investments is based on quoted market
prices.

<TABLE>
<CAPTION>
                                             Cost/Amortized       Gross Unrealized       Gross Unrealized      Estimated Fair
                                                  Cost                 Gains                  Losses               Value
------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                    <C>                   <C>
Classified as available for sale:
  U.S. government and its agencies              $   553                $   8                 $   -                 $   561
  State obligations                               1,000                    -                     -                   1,000
  Corporate bonds                                   184                    -                   (60)                    124
  Equity securities                               3,885                  132                  (806)                  3,211
  Funds and other short-term
   municipal obligations                            661                    -                     -                     661
                                                -------                -----                 -----                 -------
       Total available for sale                   6,283                  140                  (866)                  5,557
                                                -------                -----                 -----                 -------
Classified as held to maturity:
  U.S. government and its agencies                7,847                   39                    (2)                  7,884
  State obligations                                 702                   24                     -                     726
  Municipal obligations                             449                   20                     -                     469
  Corporate bonds                                   353                    -                     -                     353
  Funds and other short-term obligations              2                    -                     -                       2
                                                -------                 ----                 -----                 -------
       Total held to maturity                     9,353                   83                    (2)                  9,434
                                                -------                 ----                 -----                 -------

    Total                                       $15,636                 $223                 $(868)                $14,991
                                                =======                 ====                 =====                 =======
</TABLE>
                                      F-12
<PAGE>

The contractual maturities of investments as of December 31, 1997, are shown
below (in $000's).  Expected maturities may differ from contractual maturities:

<TABLE>
<CAPTION>
                                                                  Cost/Amortized Cost             Estimated Fair Value
----------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                             <C>

Classified as available for sale:
  Due in one year or less                                                $ 1,661                        $ 1,661
  Due after one year through five years                                      228                            230
  Due after five years through ten years                                     447                            443
  Due after ten years                                                         62                             12
                                                                         -------                        -------
                                                                           2,398                          2,346
  Equity securities                                                        3,885                          3,211
                                                                         -------                        -------

    Total available for sale                                               6,283                          5,557
                                                                         -------                        -------

Classified as held to maturity:
  Due in one year or less                                                  3,697                          3,697
  Due after one year through five years                                    2,142                          2,160
  Due after five years through ten years                                   2,900                          2,926
  Due after ten years                                                        614                            651
                                                                         -------                        -------
    Total held to maturity                                                 9,353                          9,434
                                                                         -------                        -------

        Total                                                            $15,636                        $14,991
                                                                         =======                        =======
</TABLE>

The following table summarizes the Company's investments as of December 31, 1996
(in $000's).  The estimated fair value of investments is based on quoted market
prices.

<TABLE>
<CAPTION>
                                                  Cost/                  Gross                  Gross              Estimated
                                                Amortized              Unrealized            Unrealized              Fair
                                                  Cost                   Gains                 Losses                Value
--------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                   <C>                   <C>
Classified as available for sale:
  U.S. government and its agencies               $   410                  $   -                $  (1)                 $  409
  State obligations                                2,835                      4                   (2)                  2,837
  Corporate bonds                                    812                      4                 (143)                    673
  Equity securities                                  269                      6                  (28)                    247
  Funds and other short-term
    municipal obligations                          2,254                      -                    -                   2,254
                                                 -------                  -----                -----                 -------

    Total available for sale                       6,580                     14                 (174)                  6,420
                                                 -------                  -----                -----                 -------

Classified as held to maturity:
  U.S. Government and its agencies                 5,034                     13                  (18)                  5,029
  State obligations                                  600                      7                   (2)                    605
  Municipal obligations                              448                     10                    -                     458
  Corporate bonds                                    194                      -                    -                     194
  Funds and other short-term                          36                      -                    -                      36
   obligations                                   -------                  -----                -----                 -------
    Total held to maturity                         6,312                     30                  (20)                  6,322
                                                 -------                  -----                -----                 -------
        Total                                    $12,892                    $44                $(194)                $12,742
                                                 =======                  =====                =====                 =======
</TABLE>

                                      F-13
<PAGE>

Property and Equipment
----------------------
The Company's property and equipment consist of the following:

<TABLE>
<CAPTION>

December 31,                                                   1997                 1996
-----------------------------------------------------------------------------------------
<S>                                                         <C>                   <C>
Land                                                        $   644               $   644
Buildings and improvements                                    5,579                 5,561
Leasehold improvements                                          402                   149
Furniture, fixtures and other equipment                      10,050                 8,466
Construction in progress                                        265                     0
                                                            -------               -------
                                                             16,940                14,820
Less  accumulated depreciation and amortization              (7,589)               (6,850)
                                                            -------               -------
                                                            $ 9,351               $ 7,970
                                                            =======               =======
</TABLE>

<TABLE>
<CAPTION>

Year ended December 31,                            1997                 1996                  1995
----------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>                   <C>
Depreciation and amortization expense             $2,284                $2,350               $1,602

</TABLE>
Accounts Payable and Accrued Expenses
-------------------------------------

The Company's accounts payable and accrued expenses consist of the following (in
$000's):

<TABLE>
<CAPTION>

December 31,                                                   1997                  1996
------------------------------------------------------------------------------------------
<S>                                                         <C>                   <C>
Accounts payable                                            $1,457                $1,263
Accrued compensation                                            71                   156
Other accrued expenses                                       3,665                 3,340
                                                            ------                ------
                                                            $5,193                $4,759
                                                            ======                ======
</TABLE>

Note 5:  Notes Payable and Long-Term Debt
-----------------------------------------

Long-term debt consisted of the following (in $000's):

<TABLE>
<CAPTION>

December 31,                                                   1997                1996
-----------------------------------------------------------------------------------------
<S>                                                         <C>                   <C>
Bank credit agreement                                       $     -               $19,000
Senior notes payable                                         32,500                    -
Less: current portion                                             -                 2,000
                                                            -------               -------
Long-term debt                                              $32,500               $17,000
                                                            =======               =======
</TABLE>

In September 1996, the Company established a $30 million bank loan with a bank
which provided for a $22 million reducing revolving acquisition sub-facility and
an $8 million revolving working capital sub-facility.  This  agreement was
terminated in September 1997.

On September 30, 1997, the Company completed a private placement of $32.5
million in long-term debt consisting of eight-year senior notes.  The Company
used the proceeds to repay all of its long-term indebtedness and for general
corporate purposes.  The senior notes have a principal payment of $6.5 million
due each year starting on September 30, 2001.  The interest rate for the loan is
fixed at 7.91 percent.  The notes are unsecured senior notes.  In connection
with the senior notes, the Company is subject to certain financial and
operational debt covenants.  As of December 31, 1997, the Company was in
compliance, or has obtained a waiver, with respect to these covenants.

On May 13, 1997, the Company announced that it had completed the acquisition of
Advantage Dental HealthPlans, Inc.  The Company financed part of the acquisition
through an unsecured $8.5 million promissory note with the seller.  The short-
term promissory note, as amended, calls for a maturity date not later than April
2, 1998.  The interest rate for the note is the Prime Rate, which has averaged
8.5 percent during 1997.

                                      F-14
<PAGE>

Note 6:  Lease Obligations
--------------------------

The Company leases administrative and dental office space under various non-
cancelable operating leases.  Rental expense (in $000's) was $ 1,217, $2,201 and
$1,609 in 1997, 1996 and 1995, respectively.  Future minimum rental payments
required under operating leases that have initial or remaining lease terms in
excess of one year as of December 31, 1997, are as follows (in $000's):

Year ending December 31:

1998                           $1,240
1999                            1,310
2000                            1,330
2001                            1,072
2002                              630
Thereafter                      1,130

The Company incurred rent expense (in $000's) to a related party of $0 in 1997,
$10 in 1996 and $12 in 1995. Not included in the above future minimum rental
payments are lease obligations the Company has with respect to the discontinued
operations. These obligations will be transferred with the final sale of the
discontinued operations and are as follows:

Year ending December 31:

1998                            $279
1999                             290
2000                             288
2001                             291
2002                             291
Thereafter                       418

Note 7:  Income Taxes
---------------------

The Company's (benefit from) provision for federal and state income taxes is as
follows (in $000's):

<TABLE>
<CAPTION>

Year ended December 31,                                                1997                     1996                  1995
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                      <C>                  <C>
(Benefit) provision for income taxes due to continuing operations:
 Taxes currently payable:
              Federal                                                $ 1,585                  $  936                $  849
              State                                                      407                     343                   316
 Tax effect of timing differences:
  Difference in depreciation methods                                      22                      75                    61
  Difference in accounting method for revenue adjustments               (282)                   (116)                  (23)
  Difference in accounting method for specialist cost                   (343)                   (275)                   37
  Deferred state taxes                                                    36                     (11)                  (32)
  Other                                                                   70                      28                    43
                                                                     -------                  ------                ------
                                                                     $ 1,495                  $  980                $1,251
                                                                     =======                  ======                ======
(Benefit) provision due to:
  Continuing operations                                              $ 1,495                  $  980                $1,251
  Discontinued operations                                             (2,634)                  1,008                   195
                                                                     -------                  ------                ------
                                                                     $(1,139)                 $1,988                $1,446
                                                                     =======                  ======                ======
</TABLE>

A reconciliation of the federal income tax (benefit) provision at the expected
statutory rate compared to the actual income tax provision is as follows (in
$000's):
                                      F-15
<PAGE>

<TABLE>
<CAPTION>

Year ended December 31,               1997                 1996                  1995
-----------------------------------------------------------------------------------------
<S>                            <C>       <C>          <C>     <C>          <C>       <C>
Expected                       $1,157    35.0%        $834    35.0%        $1,150    35.0%
State taxes, net of
  Federal effect                  175     5.3          181     7.6            217     6.6
Tax-free income                   (35)   (1.1)         (99)   (4.2)          (159)   (4.8)
Non-deductible amortization       186     5.6           47     2.0              -       -
Other                              12      .4           17      .7             43     1.3
                               ------    ----         ----    ----         ------    ----
                               $1,495    45.2%        $980    41.1%        $1,251    38.1%
                               ======    ====         ====    ====         ======    ====
</TABLE>

The major components of the Company's deferred taxes are as follows (in $000's):

<TABLE>
<CAPTION>

December 31,                                                   1997                1996
-----------------------------------------------------------------------------------------
<S>                                                         <C>                   <C>
Current deferred tax assets (liabilities):
Accrued specialist costs and policy reserves                $   784               $   437
Loss on discontinued operations                                   -                   (448)
Reserve for revenue adjustments                                 515                    230
Amortization of prepaid expenses                                (87)                  (119)
State income taxes                                             (100)                    94
Other                                                           (65)                   (29)
                                                            -------                -------
                Net current deferred tax asset                1,047                    165
                                                            -------                -------

Non-current deferred tax assets (liabilities):
Book versus tax basis in property, including
  depreciation and amortization                                (748)                  (726)
Deferred gain on sale of dental offices                        (979)                (1,189)
Unrealized loss on investments                                  283                     62
Amortization of intangibles                                      30                     32
Other                                                           125                     37
                                                            -------                -------
                Net non-current deferred tax liability       (1,289)                (1,784)
                                                            -------                -------
                Net deferred tax liability                  $  (242)               $(1,619)
                                                            =======                =======
</TABLE>

As of December 31, 1997, the Company has not recorded a valuation allowance
against deferred tax assets.

Note 8:  Other Income
---------------------

Other income consists principally of interest income and dividends earned on
investments, as follows ($000's):
<TABLE>
<CAPTION>

Year ended December 31,                           1997                  1996                  1995
------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                   <C>
Interest income                                 $1,642                  $ 809               $  796
Dividend income                                     12                     61                  233
Other                                              (22)                   114                  257
                                                ------                  -----               ------
                                                $1,632                  $ 984               $1,286
                                                ======                  =====               ======
</TABLE>

Note 9:  Capital Stock
----------------------

Stock Information
-----------------

Thirty million shares of common stock, $.01 par value, have been authorized
since the Company's reincorporation in Delaware in August 1987.  One million
shares of Preferred Stock, $.01 par value, are authorized but no preferred stock
has ever been issued.  The Board of Directors may, without stockholder approval,
establish rights, terms, preferences and privileges for these preferred shares.

                                      F-16
<PAGE>

Stock Transactions
------------------

Since October 1986, the Company has, at various times, announced plans to
repurchase up to a total of 4,510,888 shares of its common stock through open
market or private transactions.  As of December 31, 1997, a total of 3,819,088
shares had been acquired.  A total of 544,300 shares acquired prior to August
24, 1987 have been retired as required by California law.  Shares acquired after
the August 24, 1987 reincorporation in Delaware are being held as treasury
stock, at an average cost of $5.54 per share.  The Company has a current
authorization for the repurchase of up to an additional 657,000 shares of the
Company's common stock which may be made from time to time in either open market
or private transactions.

Stock Plans
-----------

The Company's Stock Option Plan (the "Plan") authorizes both incentive and non-
qualified stock options to be granted in an aggregate amount up to 1,700,000
shares of common stock.  Options may be granted to executive officers or other
key employees of the Company; non-employee directors of the Company are also
eligible but only for nonqualified options.  The option price must, at least,
equal fair market value on the date the option is granted.  The Plan is divided
into a discretionary program for key employees and an automatic program for non-
employee directors.  The Plan is administered by the Compensation and Stock
Option Committee of the Board of Directors.

All stock options granted by the Company to employees through December 31, 1997
were incentive stock options.  The following is a summary of stock option
transactions:

<TABLE>
<CAPTION>

Year ended December 31,                                      1997                 1996                1995
-------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                   <C>
Outstanding at beginning of year                             510,817              397,500             538,000
Granted                                                      168,000              132,300             285,000
Canceled                                                     (10,134)              (6,987)           (195,167)
Exercised                                                    (30,666)             (11,996)           (230,333)
                                                   -----------------    -----------------     ---------------
Outstanding at end of year                                   638,017              510,817             397,500
                                                   =================    =================     ===============
Exercisable at end of year                                   363,228              303,389             240,000
                                                   =================    =================     ===============

Price range of options granted                     $10.81  -  $18.00    $15.75  -  $20.75     $9.00 -  $11.50
Price range of options canceled                    $ 9.00  -  $15.75    $ 9.00  -  $15.75     $9.00 -  $11.88
Price range of options exercised                   $ 4.25  -  $ 9.00    $ 9.00  -  $11.88     $4.63 -  $11.88
Price range of options outstanding                 $ 4.675 -  $20.75    $ 4.25  -  $20.75     $4.25 -  $13.06
</TABLE>

The following table summarizes information concerning stock options at December
31, 1997:

<TABLE>
<CAPTION>

                             Number          Weighted Average                                  Number
Range of Exercise          Outstanding          Remaining            Weighted Average        Exercisable      Weighted Average
       Price                12/31/97         Contractual Life         Exercise Price          12/31/97         Exercise Price
------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                     <C>                     <C>              <C>
$  4.25 - $  7.25             134,000               2.68                   $ 4.45               134,000             $ 4.45
   9.00 -    9.90              75,667               3.53                     9.63                54,445               9.61
  10.25 -   13.06             278,000               7.00                    11.39               122,333              11.20
  15.75 -   15.75              71,850               8.22                    15.75                23,950              15.75
  17.33 -   20.75              78,500               7.07                    18.35                28,500              18.84
                              -------                                                           -------
                              638,017               5.88                   $11.14               363,228             $ 9.49
</TABLE>

The estimated fair value of options granted during 1997 and 1996, was $ 4.56 and
$4.84 per share, respectively.  The Company applies Accounting Principles Board
Opinion No. 25 and related Interpretations in accounting for the Plan.
Accordingly, no compensation cost has been recognized for the Plan.  Had
compensation cost for the Plan been determined based on the fair value at the
grant dates for awards under the Plan consistent with the method of FAS 123, the
Company's net income (loss) and earnings (loss) per share for the years ended
December 31, 1997, 1996 and 1995, would have been reduced to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
                                                                                  1997      1996     1995
                                                                                -------    ------   ------
<S>                                                                             <C>        <C>      <C>
Net income (loss) (in $000's)
          As reported                                                           $(2,349)   $3,052   $2,388
          Pro forma                                                              (2,702)    2,855    2,319
Net income (loss) per common and common equivalent share
          As reported                                                           $(  .48)   $  .62   $  .51
          Pro forma                                                             $(  .55)   $  .58   $  .49
</TABLE>
                                      F-17
<PAGE>

Under FAS 123, the fair value of stock-based awards to employees is calculated
through the use of option pricing models, even though such models were developed
to estimate the fair value of freely tradable, fully transferable options
without vesting restrictions, which significantly differ from the Company's
stock option awards.  These models also require subjective assumptions,
including future stock volatility and expected time to exercise, which greatly
affect the calculated values.  The fair value of options granted under the Plan
was estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions used: no dividend yield,
expected volatility of 38% in 1997 and 25% in 1996, risk free interest rate of
6.0%, and an average expected life of four (4) years.

Note 10:  Commitments and Contingencies
---------------------------------------

The Company is a defendant in various litigations arising in the normal course
of business.  In the opinion of Management, the ultimate outcome of such
litigation or any other contingencies would not have a material effect on the
Company's consolidated financial position or results of operations.

The Company has employment agreements with various executive officers requiring
an annual payment of the following (in $000's):

          Year ending December 31,
     1998                        $1,140
     1999                         1,140
     2000                           551
     2001                           155
     2002                           155

Note 11:  Reserves For Incurred But Not Reported Claims
-------------------------------------------------------

Activity in the liability for dental indemnity insurance policy reserves and
specialists claims expense is summarized as follows (in $000's):

<TABLE>
<CAPTION>
                                            Policy Reserves      Specialist       Total
-------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>             <C>
Balance at January 1, 1996                     $ 1,700             $  363        $ 2,063
Incurred related to:
   Current year  -  1996                        13,298              4,828         18,126
   Prior years                                      63                 18             81
                                               -------             ------        -------
        Total incurred                          13,361              4,846         18,207
Paid related to:
   Current year  -  1996                        11,180              3,821         15,001
   Prior years                                   1,761                378          2,139
                                               -------             ------        -------
        Total paid                              12,941              4,199         17,140
                                               -------             ------        -------
Balance at December 31, 1996                   $ 2,120             $1,010        $ 3,130
                                               =======             ======        =======
Incurred related to:
   Current year  -  1997                        18,099              8,126         26,225
   Prior years                                     (12)               (22)           (34)
                                               -------             ------        -------
        Total incurred                          18,087              8,104         26,191
Paid related to:
   Current year  -  1997                        15,950              6,645         22,595
   Prior years                                   2,107                988          3,095
                                               -------             ------        -------
        Total paid                              18,057              7,633         25,690
                                               -------             ------        -------
Balance at December 31, 1997                   $ 2,150             $1,481        $ 3,631
                                               =======             ======        =======
</TABLE>


Note 12:  Business Segment Information
--------------------------------------

The Company is engaged in the operation of managed care dental plans.  The
operation of the Dental Practices and the Orthodontic Practices have both been
discontinued.  The identifiable assets for the operations and the discontinued
assets have been segregated separately on the Consolidated Statements of
Financial Position.  (See Note 2: Discontinued Operations).

                                      F-18
<PAGE>

Note 13:   Unaudited Selected Quarterly Information
---------------------------------------------------

Unaudited quarterly results of operations for the years ended December 31, 1997
and 1996 are set forth in the table below ($000's omitted, except per share
data).  The quarterly results should be read in conjunction with the audited
Consolidated Financial Statements of the Company.

The quarterly results for 1997 and 1996 were reclassed to give effect to the
discontinuation of its Orthodontic Practices.  (See Note 2:  Discontinued
Operations).

<TABLE>
<CAPTION>
                                                                   First            Second          Third          Fourth
Year ended December 31, 1997                                      Quarter           Quarter         Quarter       Quarter
---------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                <C>             <C>           <C>
As previously reported:
Health care revenues:
  Managed care revenues                                           $22,942           $23,488         $24,491
  Orthodontic revenues                                              2,111             2,122           2,352
                                                                  -------           -------         -------
Total health care revenues                                         25,053            25,610          26,843

Health care expenses:
  Managed care expenses                                            15,671            15,546          16,255
  Orthodontic expenses                                              1,327             1,586           1,706
                                                                  -------           -------         -------
Total health care expenses                                         16,998            17,132          17,961

Selling, general and administrative                                 5,749             6,104           6,597
Other income                                                          298               395             795
Interest expense                                                      497               627             836

Income from continuing operations                                   1,230             1,236           1,327
Cumulative effect of change in accounting principle                     -                 -               -
Income from discontinued dental operations                              -                 -               -
          Net income                                              $ 1,230           $ 1,236         $ 1,327

Basic income per share:
  Net income from continuing operations per share                 $  0.26           $  0.26         $  0.28
  Net income from discontinued operations per share                     -                 -               -
                                                                  -------           -------         -------
     Net income per share                                         $  0.26           $  0.26         $  0.28
  Weighted average shares                                           4,717             4,717           4,717

Diluted income per share:
  Net income from continuing operations per share                 $  0.25           $  0.25         $  0.27
  Net income (loss) from discontinued operations per share              -                 -               -
                                                                  -------           -------         -------
     Net income per share                                         $  0.25           $  0.25         $  0.27
 Weighted average shares                                            4,928             4,882           4,888

As reclassified:
Health care revenues                                              $22,942           $23,488         $24,491         $24,429
Health care expenses                                               15,671            15,546          16,255          18,230
Selling, general and administrative                                 5,749             6,104           6,597           6,653
Other income                                                          281               335             506             510
Interest expense                                                      497               627             836             911

</TABLE>

                                      F-19
<PAGE>

Note 13:   Unaudited Selected Quarterly Information (continued)

<TABLE>
<CAPTION>
                                                                    First           Second            Third           Fourth
Year ended December 31, 1997                                       Quarter          Quarter          Quarter         Quarter
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>              <C>             <C>
  Income (loss) from continuing operations                            745               892             747            (573)
  Income (loss) from discontinued operations                          485               344             580          (5,569)
                                                                   ------            ------          ------         -------

Net income (loss)                                                  $1,230            $1,236          $1,327         $(6,142)

Basic income per share:
  Net income (loss) from continuing operations per share           $ 0.16            $ 0.19          $ 0.16         $ (0.12)
  Net income (loss) from discontinued operations per share           0.10              0.07            0.12           (1.17)
                                                                   ------            ------          ------         -------
        Net income (loss) per share                                $ 0.26            $ 0.26          $ 0.28         $ (1.29)
Weighted average shares                                             4,717             4,717           4,717           4,741

Diluted income per share:
  Net income (loss) from continuing operations per share           $ 0.15            $ 0.18          $ 0.15         $ (0.12)
  Net income (loss) from discontinued operations per share           0.10              0.07            0.12           (1.13)
                                                                   ------            ------          ------         -------
        Net income (loss) per share                                $ 0.25            $ 0.25          $ 0.27         $ (1.25)
  Weighted average shares                                           4,928             4,882           4,888           4,917
</TABLE>

The quarterly results for 1997 were reclassified for the discontinued operations
of the orthodontic practices. The Company recorded a $1.5 million charge in the
fourth quarter 1997 in operations for an increase in claim reserves.
Additionally, the Company recorded a pre-tax charge of $8.5 million related to
discontinued operations in the fourth quarter 1997.

<TABLE>
<CAPTION>
                                                                First            Second            Third           Fourth
Year ended December 31, 1996                                   Quarter           Quarter           Quarter         Quarter
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>              <C>             <C>
As previously reported:
Health care revenues
  Managed care revenues                                       $16,595            $17,379          $17,701         $21,034
  Orthodontic revenues                                          1,940              2,068            2,236           2,037
                                                              -------            -------          -------         -------
Total health care revenues                                     18,535             19,447           19,937          23,071

Health care expenses:
  Managed care expenses                                        12,894             13,274           13,160          15,206
  Orthodontic expenses                                          1,227              1,318            1,248           1,239
                                                              -------            -------          -------         -------
Total health care expenses                                     14,121             14,592           14,408          16,445

Selling, general and administrative                             3,267              3,388            3,669           5,968
Other income                                                      220                319              170             275
Interest expense                                                    -                  -                -             485

Income from continuing operations                                 834              1,072            1,238             269
Cumulative effect of change in accounting principle               824                  -                -               -
(Loss) from discontinued operations                              (417)              (426)            (343)              -
                                                              -------            -------          -------         -------

           Net income                                         $ 1,242            $   646          $   895         $   269

Basic income per share:
  Net income from continuing operations per share             $  0.18            $  0.23          $  0.26         $  0.06
  Net income from change in accounting principle                 0.17                  -                -               -
  Net (loss) from discontinued operations per share             (0.08)             (0.09)           (0.07)              -
                                                              -------            -------          -------         -------
       Net income per share                                   $  0.26            $  0.14          $  0.19         $  0.06
  Weighted average shares                                       4,706              4,707            4,709           4,711
</TABLE>

                                      F-20
<PAGE>

Note 13:   Unaudited Selected Quarterly Information (continued)
--------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   First              Second           Third          Fourth
Year ended December 31, 1996                                      Quarter             Quarter          Quarter        Quarter
<S>                                                               <C>                <C>              <C>             <C>
Diluted income per share:
  Net income from continuing operations per share                 $  0.17            $  0.22          $  0.25         $  0.06
  Net income from change in accounting principle                     0.17                  -                -               -
  Net (loss) from discontinued operations per share                 (0.08)             (0.09)           (0.07)              -
                                                                  -------            -------          -------         -------
        Net income per share                                      $  0.25            $  0.13          $  0.18         $  0.06
Weighted average shares                                             4,889              4,936            4,958           4,711

As reclassified:
Health care revenues                                              $16,595            $17,379          $17,701         $21,034
Health care expenses                                               12,895             13,274           13,160          15,206
Selling, general and administrative                                 3,267              3,388            3,669           5,968
Other income                                                          220                319              170             275
Interest expense                                                        -                  -                -             485

  Income (loss) from continuing operations                            398                632              636            (265)
  Cumulative effect of accounting change                              824                  -                -               -
  Income from discontinued operations                                  20                 14              258             534
                                                                  -------            -------          -------         -------

Net income                                                        $ 1,242            $   646          $   894         $   269

Basic income per share:
  Net income (loss) from continuing operations per share          $  0.08            $  0.13          $  0.13         $ (0.06)
  Cumulative effect of accounting change, net                        0.17                  -                -               -
  Net income from discontinued operations per share                  0.00               0.00             0.06            0.11
                                                                  -------            -------          -------         -------
        Net income per share                                      $  0.26            $  0.14          $  0.19         $  0.06
Weighted average shares                                             4,706              4,707            4,709           4,711

Diluted income per share:
  Net income (loss) from continuing operations per share          $  0.08            $  0.13          $  0.13         $ (0.06)
  Cumulative effect of accounting change                             0.17                  -                -               -
  Net income from discontinued operations per share                     -                  -             0.05            0.11
                                                                  -------            -------          -------         -------
        Net income per share                                      $  0.25            $  0.13          $  0.18         $  0.06
Weighted average shares                                             4,889              4,936            4,958           4,711
</TABLE>

The quarterly results for 1996 were reclassified for the discontinued operations
of the orthodontic practices.

Note 14:   Subsequent Events
----------------------------

On March 16, 1998, the Company announced it had signed a letter of intent to
sell its orthodontic practices to Pacific Coast Dental, Inc./Associated Dental
Services, Inc. and affiliated dentists.  The Company expects to complete the
transaction by the end of the second quarter of 1998.  Financial terms were not
disclosed.

On January 29, 1998, the Company entered into an $8 million revolving working
capital credit facility with Silicon Valley Bank.  The loan has a maturity date
of January 28, 1999.  The interest rate for the facility, as amended, was
established at the bank's prime rate plus .25 percent, or at the Company's
option, LIBOR plus 2.25 percent.  The loan is secured by a first priority
security interest in all of the personal property of the Company, including
accounts receivable, fixed assets and intangibles and a negative pledge on the
stock of the Company's subsidiaries and on the real property owned by the
Company.  In connection with the bank loan, the Company will be subject to
certain financial and operational debt covenants.

                                      F-21
<PAGE>

                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS
                        DECEMBER 31, 1997, 1996 and 1995
                                  (in $000's)


<TABLE>
<CAPTION>
                                            Balance at   Charged to    Charged to                  Balance at
Beginning Cost and                          Beginning     Cost and       Other                        End
Classification                               of Year      Expenses    Accounts (1)   Write Offs     Of Year
-------------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>            <C>           <C>
1995:
-----
Allowance for doubtful accounts:
         Accounts and notes receivable         $206        $  278        $ -            $(224)       $  260

1996:
-----
Allowance for doubtful accounts:
         Accounts and notes receivable         $260        $  615        $62            $(406)       $  531

1997:
-----
Allowance for doubtful accounts:
         Accounts and notes receivable         $531        $1,058        $ -            $(528)       $1,061
         Long-term notes receivable            $  0        $3,595        $ -            $   -        $3,595

</TABLE>

(1)  Represents balance forward from American Dental Corporation, which was
     charged to the opening goodwill balance.

                                      F-22